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SUB-CONTARCTOR AGREEMENT

KSM Technologies LLC


2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

This Agreement, made on by and between KSM TECHNOLOGIES LLC a New Jersey based
Limited Liability Company having an office at 2001 US Highway 46 Ste 310, Parsippany NJ 07054,
United States. hereinafter referred as (KSM TECHNOLOGIES), and with Federal ID# [EIN#]
, and having an office at

hereafter referred as (Subcontractor), KSM


TECHNOLOGIES and Subcontractor shall together be referred to as the Parties or individually as a
Party, and this agreement shall be referred to as the Agreement.
WITNESSETH:
WHEREAS, KSM TECHNOLOGIES is engaged in providing data processing and contract
programming and other Information Technology related services to various business enterprises; and
WHEREAS, the Subcontractor has the experience and skills necessary to provide such services; and
WHEREAS, KSM TECHNOLOGIES desires to engage the services of Subcontractor in connection
with KSM TECHNOLOGIESs provision of services to its Customer; and
WHEREAS, the Parties have determined it to be in their respective best interests to set forth in
writing the terms and conditions of KSM TECHNOLOGIESs retention of Subcontractors services,
NOW, THEREFORE, in consideration of the mutual covenants herein expressed and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:
1. SCOPE OF SERVICES
The Subcontractor shall provide the services specified in the TASK ORDER, which is attached, and
made a part hereof (See Exhibit A). The services will be provided for the initial time period as per
the task order during the dates mentioned in the task order. If the contract date is extended by the
customer then the same task order will be used for future dates by both parties to refelect the
extension of the contract period. The same task order shall auto extend to the new extended dates
provided by KSM TECHNOLOGIESs customer.
2. COMPENSATION AND PAYMENT
(a) As and for Subcontractors sole compensation for all services to be performed in connection with
the applicable Task Order, KSM TECHNOLOGIES shall pay Subcontractor the sums set forth in the
Task Order. The Subcontractor shall be compensated only for services actually rendered pursuant to
this Agreement. Payment of such sums will be made in response to the invoices and timesheets
submitted by the Subcontractor. KSM TECHNOLOGIES agrees to pay for approved hours at the
billable rate specified in the Task Order. Payment for services to Subcontractor will be made by
KSM TECHNOLOGIES within five working days following KSM TECHNOLOGIESs receipt of
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 1 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

payment.
When Subcontractors staff are working on the premises of the customer and the customers clients,
said Subcontractors staff shall observe the working hours and working rules of KSM
TECHNOLOGIESs customers.
(b) Subcontractor shall also be entitled to reimbursement for actual out-of-pocket expenses which are
pre-approved in writing by KSM TECHNOLOGIES. Subcontractor shall itemize such expenses, and
such itemization shall be remitted by Subcontractor to KSM TECHNOLOGIES as part of
Subcontractors regular billing. Subcontractor shall maintain and make available records
substantiating all such expenses in excess of $25.00. KSM TECHNOLOGIES shall remit
reimbursement for such expenses to Subcontractor within 30 days of receipt of such invoice; provided
that KSM TECHNOLOGIES has received reimbursement therefore from its client.
(c) Subcontractor shall be responsible for any and all taxes or other governmental charges arising in
connection with this Agreement and the Services provided hereunder.
3. TAXES AND INSURANCE
Both KSM TECHNOLOGIES and Subcontractor agree that Subcontractor will act as an
Subcontractor in the performance of services pursuant to this Agreement. Accordingly, Subcontractor
shall be responsible for payment of all taxes, including Federal, state and local taxes arising out of
Subcontractors performance of services hereunder, including, but not limited to, federal and state
income taxes, social security taxes, unemployment or disability contributions and any other taxes or
business license fees required.
Subcontractor agrees to defend, indemnify and hold KSM TECHNOLOGIES harmless from and
against any and all claims which may arise in connection with Subcontractor performance of services
hereunder and any tax liability which KSM TECHNOLOGIES may incur with respect to
Subcontractors portion of federal, state or local taxes or unemployment/disability contributions
arising out of his or her services hereunder.
4. PERSONNEL
The Subcontractor is solely responsible for payment of all compensation owed to the Subcontractors
staff assigned to KSM TECHNOLOGIESs customer. All consultants employed by Subcontractor
and assigned to work for KSM TECHNOLOGIES will at all times be employees of the
Subcontractor or Subcontractors vendor companies and not of KSM TECHNOLOGIES. KSM
TECHNOLOGIES also agrees that during the term of the project on which an employee of
Subcontractor is placed and for a period of one year thereafter, that it will not offer employment
directly or indirectly to Subcontractors employees or consultants assigned to client, unless agreed
upon by both parties.
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 2 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

KSM TECHNOLOGIES shall have right of approval with respect to any staff proposed by the
Subcontractor to perform services under this agreement. KSM TECHNOLOGIES shall have the
right to interview any of the Subcontractors staff proposed for assignment to the Customer and
based upon the skills and background required for the services, reject any such staff.
KSM TECHNOLOGIES also reserves the right to reject the Subcontractors staff assigned during
the performance of the Task Order for any reason whatsoever by giving notice to the Subcontractor
with guidelines set forth hereunder in this agreement. In case of accidents, illness, resignation or
other such uncontrolled occurrences, the Subcontractor will replace the individual(s) on a best effort
basis.
5. TASK ORDER
Upon selection of the Subcontractors staff to fulfill the requirements of the Customer
KSM
TECHNOLOGIES will issue a written Task Order which will indicate the tasks or the services to be
performed by the Subcontractor, the Subcontractors staff to be assigned, date on which assignment
is to begin. estimated ending date for each individual on the task, the per diem and/or per
hour rate to be paid to the Subcontractor by KSM TECHNOLOGIES, the name of the individual
who will coordinate forKSM TECHNOLOGIES. Each Task Order issued by KSM
TECHNOLOGIES and accepted in writing by the Subcontractor shall be deemed incorporated into
this agreement, whether or not actually attached. Each Task Order shall be written in the format of
exhibit A attached hereto and made a part hereof. The termination date can be automatically
extended upon mutual agreement of both the Subcontractor and KSM TECHNOLOGIES.
6. TERMINATION
In the event the Subcontractor desires to terminate this agreement prior to the time or event specified
in the Task Order, KSM TECHNOLOGIES must be given two weeks notice before such termination
is effective. In the event KSM TECHNOLOGIES elects to terminate this agreement prior to the time
or event specified in the Task Order, KSM TECHNOLOGIES will give the Subcontractor two weeks
notice specifying the time of termination. If notice of termination is given to KSM
TECHNOLOGIES by its customer with less than two (2) weeks notice, and/or the Subcontractor
and/or its staff is asked to leave the customer and the customer does not pay KSM
TECHNOLOGIES, for any reason whatsoever, then this is considered termination for cause and
KSM TECHNOLOGIES will only pay the Subcontractor and/or its staff the pro rata hourly amount
the customer pays for Subcontractors services.
7. BENEFITS WAIVER
Subcontractor understands and agrees that Subcontractor (and/or any Contractor Employee, agent,
associate, or representative) is not eligible to participate in or be entitled to any benefits offered by
KSM TECHNOLOGIES. These benefits shall include, but not be limited to, Medical Insurance,
Dental Insurance, Life Insurance, Paid Holiday, and Paid Vacation, Paid Sick Time, Pay for any time
not actually worked, any Retirement or Investment Plans, Group Disability Insurance, Tuition
Reimbursement, Mileage Expense Reimbursement, or any other Benefits which are now offered, or
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 3 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

may in the future be offered to any non-temporary full or part-time employee of KSM
TECHNOLOGIES. Subcontractor further understands and agrees that Subcontractor (and /or any
Contractor Employee, agent, associate, or representative) has no right to participate in or be entitled
to any Benefits offered by any client company where Subcontractor (and/or any Contractor
Employee, agent, associate, or representative) may be assigned by KSM TECHNOLOGIES, as a
result to services being performed under this Subcontractor Agreement.
8. LIMITATION OF LIABILITY
Subcontractor shall use its best efforts to provide the services required hereunder. Client Company
acknowledges Subcontractor is only able to provide services based on the quality of information and
work specifications supplied by Client Company. KSM TECHNOLOGIES shall be indemnified and
saved harmless by Subcontractor from and against all losses, claims, damages, penalties, costs, and
expenses incurred by Client Company or arising out of the performance or nonperformance of
obligations under this agreement. KSM TECHNOLOGIES shall not be liable to Subcontractor for
any special, direct, indirect, or consequential damages including, but not limited to, lost profits, even
if the parties have knowledge of such damages.
9. CONFIDENTIALITY AND COVENANT NOT TO DISCLOSE
A. Without the prior written consent of KSM TECHNOLOGIES, Subcontractor shall not at any time,
except in the performance of his duties hereunder, use for his own benefit or purposes, or for the
benefit of any other person, firm, partnership or association, corporation or business organization,
entity or enterprise, any trade secrets, names or locations of customers, information, data or
knowledge (including, but not limited to, customer lists, studies, plans, reports, surveys, analyses,
information relating to new business methods and practices, software, hardware, data systems
analysis and design, computer operation techniques and the use and service of software or
documentation developed by KSM TECHNOLOGIES) belonging or relating to the affairs of KSM
TECHNOLOGIES. The foregoing nondisclosure requirements shall not apply to information which
now or hereafter may become available to the public or those skilled in data processing, computer
programming and related fields of specialty, through no fault of Subcontractor, information which
was known to Subcontractor, as documented by his written records, prior to the effective date of this
Agreement, or which is legally and lawfully obtained from Subcontractor from a third party Sub- of
KSM TECHNOLOGIES without a similar obligation of nondisclosure.
B. All business methods and practices, software, hardware, data systems analysis and design,
computer operation techniques, and other related concepts developed by Subcontractor during the
performance of services hereunder, whether alone or in conjunction with employees or consultants of
Subcontractor or the Customer, shall be the sole and exclusive property of KSM TECHNOLOGIES,
and Subcontractor hereby assigns and transfers any and all rights and interest in and to such items to
KSM TECHNOLOGIES.
C. Upon the termination or expiration of this Agreement, all software documentation and all other
material belonging to KSM TECHNOLOGIES or the customer shall be returned to the respective
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 4 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

owner thereof and no copies shall be retained by Subcontractor.


D. The Subcontractor shall not disclose the terms and conditions of this Agreement to any other
individual or business or organization.
E. The Subcontractor agrees to execute any Agreements upon the request of the Customer, which
protect trade secrets and confidential business data and processes of the Customer.
10. RESTRICTIVE COVENANT
A. During the term of this Agreement, and for a period of one (1) year after the termination or
expiration thereof, the Subcontractor shall not, either directly or indirectly, perform any services or
engage in activity for the Customer, which services or activities are competitive in any manner with
KSM TECHNOLOGIES.
B. During the duration of this Agreement and for a period of one (1) year after the termination or
expiration thereof, the Subcontractor shall not interfere with, disrupt or attempt to disrupt the
relationship between KSM TECHNOLOGIES and any employee, Subcontractor or the customer of
KSM TECHNOLOGIES. During such period, the Subcontractor shall not offer employment to or
retain the services of any employee or Subcontractor of KSM TECHNOLOGIES or take any steps to
induce any employees to leave KSM TECHNOLOGIES.
C. The provision of this paragraph shall be construed as an agreement Sub- of any other provisions
contained herein and shall be enforceable in both law and equity, including by temporary or
permanent restraining orders not withstanding the existence of any claim or cause of action by the
Subcontractor against KSM TECHNOLOGIES whether predicated on this agreement or otherwise.
11. NON SOLICITATION AGREEMENT
To protect the confidential disclosure of information to be made to Subcontractor under this
Agreement, and in consideration of KSM TECHNOLOGIES subcontracting the Services to
Subcontractor hereunder, during the term of this Agreement and for a period of one year after the
termination of this Agreement or the completion of the final Task Order entered into hereunder
(whichever is later), Subcontractor shall not, directly or indirectly, perform services of any nature for
any entity for which Subcontractor has performed Services hereunder, irrespective of whether such
services are of the same or different functionality as the Services which had been performed by
Subcontractor on behalf of KSM TECHNOLOGIES for such entity and regardless of whether such
services are with the same or different departments, divisions or managers as those with whom the
Subcontractor had contact with while performing Services hereunder. For purposes of this section
(NON-SOLICOTATION), the entities covered shall encompass both direct and indirect clients or
customers of KSM TECHNOLOGIES, including the ultimate recipient of Services performed by
Subcontractor and any intermediaries between KSM TECHNOLOGIES and such recipient.
Subcontractor shall not contract directly or through another agent with any entity (or any department
or division thereof) for whom Services have been performed hereunder for a period of one year after
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 5 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

the termination of this Agreement or the completion of the final Task Order entered into hereunder
(whichever is later), and Subcontractor acknowledges that its employees and subcontractors are bound
by this agreement even in the case of conflicting agreements. In this Paragraph, any reference to
Subcontractor is expressly agreed to include Consultants (as defined herein), irrespective of whether
such personnel continued to be employed or engaged by the Subcontractor during the period covered
by the restrictions hereunder. Subcontractor further acknowledges and agrees that covenants
contained herein are necessary for the protection of KSM TECHNOLOGIESs legitimate business
interests and are reasonable in scope and content.
12. WAIVER OR BREACH
The waiver or breach or due performance or of compliance with, any provisions of this Agreement
by Subcontractor shall not be construed as a waiver of due performance or compliance by
Subcontractor thereafter.
13. ASSIGNMENT
This Agreement may not be assigned by either Party without the express written consent of the other
Party.
14. LAW OF NEW JERSEY
This Agreement shall be construed in accordance with the laws of the State of New Jersey.
15. ENTIRE AGREEMENT; MODIFICATION
This Agreement including Exhibit A contains the entire understanding of the Parties hereto and it
may not be amended or supplemented at any time unless by writing executed by KSM
TECHNOLOGIES and the Subcontractor. All amendments shall be as a separate addendum.
16. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
17. REMEDIES
(a) The parties recognize that irreparable injury will result to KSM TECHNOLOGIES, its business
and property, in the event of a breach by the Subcontractor or any of the Consultants (as defined
herein) of the provisions of this Agreement and that the relationship with the Subcontractor is
undertaken by KSM TECHNOLOGIES in reliance, among other matters, upon the covenants by the
Subcontractor as herein set forth.
(b) Accordingly, in the event of a breach or threatened breach by the Subcontractor or any Consultant
of any of the provisions of this Agreement KSM TECHNOLOGIES shall be authorized and entitled to
seek from any court of competent jurisdiction, preliminary and/or final injunctive relief as well as any
equitable accounting of all profits, compensation or benefits arising out of such violation and any
damages for the breach of this Agreement which may be applicable. The aforesaid rights and remedies
Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 6 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

shall be independent, severable and cumulative and shall be in addition to any other rights and
remedies to which KSM TECHNOLOGIES may be entitled.
(c) Anything in the foregoing subparagraph to the contrary notwithstanding, KSM TECHNOLOGIES
and the Subcontractor have agreed to a particular remedy in the event the Subcontractor or any
Consultant fails to comply with the restrictions set forth in section (NON SOLICITATION
AGREEMENT) hereof. Therefore, the Subcontractor hereby unconditionally agrees upon its receipt of
written notice from KSM TECHNOLOGIES that it or any Consultant or Subcontractor has violated
such provision in any way during the relevant time period, the Subcontractor shall be liable to KSM
TECHNOLOGIES amounts that are determined based on loss of income, loss of revenue and damages
occurred in terms of loss of current and future business, for such failure to comply with the obligations
hereunder. KSM TECHNOLOGIES and the Subcontractor agree (a) that the amount indicated above
will be derived based on actual losses incurred by KSM TECHNOLOGIESs damages in the event that
the Subcontractor or any Consultants fail to fulfill its or their commitments under such provision, and
(b) that the damages set forth in this section do not constitute a penalty.
Upon making such payment, the Subcontractor or Consultant shall have the right to continue the
particular activities notwithstanding such provisions without further liability for breach of Paragraph
6; provided, however, that any subsequent violations by the Subcontractor or any Consultant of the
covenants in section (NON SOLICITATION AGREEMENT) during the applicable time period shall
give rise to additional payment obligations, and nothing shall prevent KSM TECHNOLOGIES from
pursuing the Subcontractor in the event any of the Subcontractors or Consultants activities result in a
breach of any of the other provisions of this Agreement, including, without limitation, those in other
sections.
(d) KSM TECHNOLOGIES shall be entitled to recover from the Subcontractor all damages and loss
of revenue incurred by KSM TECHNOLOGIES in the enforcement of the provision section (1.)
SCOPE OF SERVICES.
(e) In addition to the relief authorized by Paragraphs above (b), (c) and (d), KSM TECHNOLOGIES
shall be entitled to recover from the Subcontractor all court costs and fees, attorneys' fees and other
expenses incurred by KSM TECHNOLOGIES in the enforcement of the provisions of this Agreement,
regardless of whether litigation is commenced.

T A S K O R D E R - E X H I B I T A

Initial Here

Date:

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 7 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

Client

Client Location

Subcontracting Firm

Federal ID Number

Name of Consultant

Consultants Social Security Number

[Project name - Optional]

PERIOD COVERED
Start Date

Estimated End Date

Task to be performed

Hourly Rate/Hours Per Day : $ /

Special Conditions -- Overtime with clients approval

* This task order shall be subject to the terms and conditions in the SUB-CONTARCTOR Agreement for the duration of the
assignment and shall automatically renew for periods extended by the CUSTOMER, unless terminated by either party with
written notice.

S I G N AT U R E S

Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 8 of 9

SUB-CONTARCTOR AGREEMENT
KSM Technologies LLC
2001 US HIGHWAY 46 STE 310
PARSIPPANY NJ 07054

For

Name

Title

Signature:_______________________________________________

For KSM TECHNOLOGIES


Name

SHEBA KANCHARLAPALLI

Title

PRESIDENT

Signature: ___________________________

Initial Here

KSM Technologies LLC

Corporate Office ADDRESS:


2001 US Highway 46 Ste 310, Parsippany, NJ 07054
Tel: 714 766 4446
Fax: 973 201 0436
www.ksmtechnologies.net

Page 9 of 9

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