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SOFTWARE CONSULTING SERVICES AGREEMENT

This Agreement for Software Consulting Services (“Agreement”) is made on…………………….,

………… and made effective from…………..……….. (“Effective Date”) by and between:

(1) Fujitsu Consulting India Private Ltd, [Corporate Identification Number:

U74899DL2000PTC108940], a company incorporated under the Companies Act, 1956
(India) and having a place of business at A-15, MIDC Technology Park, Talawade, Pune -
411062 (“FCI"); and

(2) ……………………………………………., a company incorporated under the Companies

Act, with its registered office at _____________________ (“ Contractor "),

each a “Party” and collectively “Parties”.

Whereas:

(A) FCI is engaged in the Information Technology consulting services business and provides
or supplies computer software/IT consultants who are highly skilled in computer systems,
analysis, and programming or related work in software development;

(B) The Contractor is a software solution-consulting firm and provides customized software
solutions to IT companies.

(C) FCI, from time to time, requires customized training solutions and/or software consulting,
development & support services.

(D) Contractor has offered to provide the aforesaid services to FCI and the latter has
accepted the offer subject to terms and conditions specified herein below.

Therefore, it is agreed between the Parties as follows:

1. Software Consulting Services

1.1 Contractor shall provide software-consulting services to FCI at the instructions of FCI.
Scope of such services is defined in schedule –I attached to this agreement.

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1.2 Contractor shall allocate suitable resources for FCI’s projects commensurate with
requirements of each project in terms of professional qualifications, skills, abilities,
experience etc.

1.3 The work done shall be subject to review by the project leader of FCI.

1.4 The Contractor shall submit timesheets and invoices of the deployed resource to
assigned project lead or project manager or employee manager of FCI for review and
approval. In case the timesheets and/ or Invoices are rejected by assigned project lead or
project manager or employee manager of FCI for any reason, FCI shall not be liable for
the payment towards such rejected timesheet and/or invoice.

1.5 FCI would issue work order for each project assignment (“Work Order”). FCI is not
obligated to place any specific volume of Work Orders with the Contractor under this
Agreement and may subcontract similar services to other vendors. All terms and
conditions of this Agreement apply to and govern all Work Orders unless otherwise
specifically stated in the “Special Provisions” portion of the Work Order. For all services
provided under this Agreement, both Contractor and FCI must agree to and sign the
Work Order before any obligations are incurred by either party as to the requested
Services.

2. Non-exclusivity

2.1 The Agreement between FCI and the Contractor shall be non-exclusive in nature.

3. Assignment

3.1 The parties agree that the works/materials prepared and delivered by the Contractor in
the course of providing the Services, shall be considered works made for hire for FCI.
Further, all the rights, title and interests of such works/materials shall be assigned to FCI
and/or FCI’s Customer, as the case may be, as its sole and exclusive property and the
Contractor shall ensure to get such assignment rights with FCI/ FCI’s Customer.

3.2 In the event of a reorganization, merger or acquisition or related activity in which the said
Contractor passes, management or control to other owners its rights under this
Agreement, the FCI reserves the right to review such change, the FCI retains the right to

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 terminate this Agreement forthwith, if management or control arises in one of the FCI’s
competitors, whether a direct or indirect competitor.

4. Non-solicitation

4.1 Non-solicitation of Employees/Consultants:

4.1.1 The Contractor agrees not to hire employees and/or Consultants from FCI during
the Agreement term and for a period of one (1) year thereafter, failing which this
Agreement will be terminated by FCI with immediate effect without any
responsibility of FCI to Contractor, whatsoever. The same terms applies to FCI
as well.

4.2 Non-solicitation of Clients:

4.2.1 The Contractor agrees that as a company, it shall not enter into a similar
business transaction with any such client/s or customer of FCI, with whom the
Contractor is directly or indirectly involved, in providing services during the term
of this Agreement and for a further duration of one year thereafter.

4.2.2 The Contractor further agrees that it shall promptly inform FCI project manager
about new similar business or project requirements which it may come to know
directly or indirectly from FCI client/ customer during the course of services.

5. Term

5.1 The term of this Agreement will commence on the date first set forth above and will
continue for a period of Twelve months (“Term”). If any Work Order/assignment issued
hereunder remains in effect upon the expiration of the Term, the Term shall automatically
extend to cover the completion of such Work Order/assignment.

6. Termination of Contract

6.1 This contract can be terminated by CONTRACTOR upon serving an advance notice of
thirty (30) days or days of notice period specified in Work Order(s), whichever is later in
writing to FCI

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6.2 Unsatisfactory Performance: The Company may terminate this Agreement for
Unsatisfactory Performance at any time by providing three (3) business days advance
notice to CONTRACTOR. The Company will not be liable to bear any direct or indirect
loss or damage that may accrue or arise to the CONTRACTOR due to termination of this
agreement.

6.3 Cancellation by the Company Customer: The Company may terminate this Agreement by
providing Seven / Fifteen (7) /15 days advance notice to CONTRACTOR in case the
Company’s customer terminates the work assignment in pursuance to which this
Contract was signed

6.4 In the event of any termination of Services by the FCI, the said Contractor and its
subcontractors, if any, shall: (a) submit a service exist plan to FCI for closing or
transferring the service, hardware, software, equipment, etc. to FCI or replacement
contractor; (b) cooperate with the FCI, and/or the any replacement contractor designated
by the FCI and otherwise promptly take all steps required to assist the FCI in effecting a
complete disentanglement as per agreed service exit plan; (c) provide to the said FCI,
and/or any replacement contractor all information regarding the Services or as otherwise
needed for disentanglement; (c) provide for the prompt and orderly conclusion of all
Services as the said FCI may direct consistent with the terms of this Agreement and/ or
the applicable SOW (if any), including completion or partial completion of any Services,
and documentation of Services in progress, and (d) take all other measures reasonably
deemed necessary by the FCI to assure an orderly transition to the said FCI and/or the
replacement supplier

7. Payment Terms

7.1 For all the Services provided by Contractor, FCI shall pay the Contractor fee as agreed
upon in the respective Work Order(s). Invoices will be sent monthly to FCI for the
services provided along with approved timesheet of such invoice month. FCI will pay
such fees within forty five / thirty (45) / 30 days from the date of receipt of such invoice/s,
after deducting the applicable statutory taxes.

7.2 FCI will make a onetime payment of 8.33% of annual fixed salary offered for every such
resource provided by the Contractor who is taken on the permanent rolls of FCI within the
first 6 months of its joining However, no fee/payment of any nature will be paid to the

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 Contractor if such resource doesn’t turn up/join or refuses to join FCI after he has been
proposed by the Contractor and he/ she has been selected by FCI. For any conversion
which happens after consultant completes 6 months from date of joining in Fci, there
would be no conversion fees applicable and FCI will not be liable to pay any fees/
commission to Contractor for the same.

7.3 FCI will not make any payments of whatsoever nature to the Contractor if the resource
absconds/ leaves FCI for any reasons within 1 month of joining.

7A. Background Check

Contractor has to submit a background check or background verification report (to be

procured by Contractor from FCI approved Vendors only ) for all Consultants on or before
resource joins FCI .

8. Warranties

8.1 The Contractor warrants to FCI that all the services provided by it under this agreement
will be performed in accordance with the highest professional and ethical standards as
demanded by the Information Technology industry.

8.2 Each Party represents and warrants to the other that it has full power and authority under
its memorandum and articles of association or Statute under which it is established to
enter into an Agreement of this nature. Further, that it has taken all the necessary
corporate actions required to enable it to enter into and perform its obligations under this
Agreement. The Parties also warrant and confirm that the individuals executing this
Agreement on behalf of each Party have been fully empowered to execute this
Agreement on behalf of such Party.

8A. Ownership of Profiles

The ownership of the profiles of the employee/ Consultant referred by Contractor after the
expiry of 90 days of referral to FCI shall vest with FCI and the Contractor will have no
right whatsoever to seek any fees/ charges/compensation or other charges on the same.

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 In case of any dispute relating to ownership of the profiles between the parties, the
parties agree that the decision of FCI shall be final, which may but is not under
compulsion to follow first come first serve basis to decide ownership of profiles.

9. Liability

9.1 The Contractor shall be liable to FCI for all the conditions, promises, covenants and
responsibilities defined under this Agreement. Further, the Contractor shall also be liable
for all losses, expenses or liabilities incurred by FCI by reason of breach of terms and
conditions of this Agreement by the Contractor including but not limited to expenses of
any nature whatsoever arising directly or indirectly from any dishonest, criminal or
fraudulent act of any representatives/employees of the Contractor.

9.2 The Contractor shall solely be responsible for any kind of injury/damage to its employees,
agents or representatives suffer while performing the Services for FCI or FCI’s Client
under this agreement and FCI shall have no liability whatsoever in this respect.

9.3 The Contractor shall take all the necessary approvals and adhere to compliances from
the liability of Taxes, Insurances and all other dues of similar nature that is required on its
part for the Services under this Agreement.

9.4 In case of any accident resulting in loss or damage to property of life, the sole
responsibility for any legal or financial implication would vest with the Contractor. FCI
shall have no liability whatsoever in such cases.

9.5 The Contractor shall be liable for any legal dispute/cases/claims that have arisen or may
arise during the currency of the agreement in respect of Services provided by the
Contractor. FCI will not be liable for any losses, damages, etc. suffered by Contractor or
third party as the case may be.

10. Indemnification

10.1 The Contractor will indemnify, defend and hold FCI and its officers, directors, employees
or agents (collectively “Indemnities”) harmless from and against any and all claims,
demands, causes of action, losses, expense (including attorneys’ fees) or liability
accruing or resulting from the acts or omissions of its Consultants, agents or employees.

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10.2 It has been agreed and declared by and between the parties hereto that it shall be the
sole responsibility of the Contractor to employ/deploy its own manpower/employees for
the purpose of providing the said Services to the FCI.

10.3 It is further agreed by and between the parties that for all legal and other purposes, the
Contractor shall be the employer of the manpower/employees employed/deployed by the
Contractor for rendering the Services to FCI and no employer – employee relationship
will ever be established between FCI and Contractor employees.

10.4 The Contractor agrees to indemnify and hold FCI harmless from any loss, claim,
complaints, damage, costs, penalties or expense of any kind including reasonable
attorney’s fees, to which the FCI may be subjected by virtue of a breach of the foregoing
warranty by the Contractor vis a vis the performance of Services under this Agreement.

10.5 Notwithstanding any other provision of this Agreement, in no event shall FCI be liable and
responsible to the Contractor for lost profits or revenues, consequential or similar
damages arising out of or in connection with the services, materials or assistance
provided under this Agreement.

11. Confidentiality

11.1 All information, data, drawings, specifications, documentation, software listings or object
code whether in hard copy or in electronic form, which FCI may have imparted and may
from time to time impart to the Contractor relating to the Services and for the purpose of
business, is proprietary and confidential. The Contractor hereby agrees that it shall use
the same solely in accordance with the provisions of this agreement and that it shall not
at any time during or after expiry or termination of this Agreement, disclose the same,
whether directly or indirectly, to any third party without FCI's prior written consent.

11.2 Each party shall protect information of the other party using the same degree of care, as
such party uses to protect its own confidential information.

Upon termination of this agreement or the disclosing party’s written request, the receiving
party shall cease use of the confidential information and return or destroy all the
information, software and tools received from the disclosing party. Notwithstanding
anything contained in this Agreement the Confidentiality obligation shall survive five (5)
year post termination.

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11.3 The Contractor shall ensure that all its employees/consultants are bound by the foregoing
confidentiality obligations by the incorporation of corresponding provisions of
confidentiality in their employment, service and other applicable contracts. The
Contractor agrees and undertakes that a breach of the foregoing confidentiality
obligations by any of its employees/consultants shall be deemed a breach by the
Contractor.

11.4 The foregoing provisions shall not prevent the disclosure or use by the Contractor of any
information which is or hereafter becomes, through no fault of the Contractor, public
knowledge or to the extent permitted by law.

11.5 This Clause 11 shall survive the expiry or earlier termination of this Agreement.

12. Force Majeure

12.1 Neither party will be liable to the other for failure to perform its obligations hereunder if
and to the extent that such failure to perform results from causes beyond its control,
including, without limitation, strikes, lockouts, or other industrial disturbances; civil
disturbances; fires; acts of God or other casualty or natural calamity; acts of a public
enemy or terrorism or war; compliance with any regulations, order, or requirement of any
governmental body or agency; failure of electricity supply or inability to obtain
transportation or necessary materials in the open market.

12.2 If either party is prevented from meeting any of its obligations due to any cause outside
its reasonable control, it shall promptly notify the other party in writing of the
circumstances and the other party shall grant a reasonable extension for the performance
of this Agreement. The maximum permissible extension granted for the performance of
this Agreement not to exceed fifteen (15) days under any circumstances. After the expiry
of such period, either party has the right to immediately terminate this Agreement and/or
Work Order issued hereunder in whole upon written notice to the other party to this effect.

13. Notices

13.1 Notices under this Agreement may be delivered by hand, by registered mail or facsimile
to the addresses and numbers specified as follows:-

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 FCI

Attention: Mr. Sameer Patel, Director

Address: Fci Consulting India Pvt Ltd.,
A15, MIDC Technology Park, Talawade, Pune 411062, Maharashtra, India
Fax: +91 20 2769 2924

With a CC to:
Ms. Varsha Gondkar,
Group Head Legal & Commercial
A15, MIDC Technology Park, Talawade, Pune 411062, Maharashtra, India

Contractor

All the notices to Contractor shall be sent to the Contractor’s address provided in this
Agreement with attention to Contractor’s authorised signatory of this Agreement.

13.2 Notice will be deemed given:

13.2.1 in the case of hand delivery, upon written acknowledgement of receipt by an

officer or other duly authorized employee, agent or representative of the
receiving party;

13.2.2 in the case of registered or certified mail, within three (3) days of the date of
posting the mail (return receipt requested and postage prepaid); and

13.2.3 in the case of facsimile, upon completion of transmission as long as the sender’s
facsimile machine creates and the sender retains a transmission report showing
successful transmission.

13.3 The address for notice may be changed by either Party by giving notice to the other Party
as provided herein. Any notice given under this Agreement shall be made in writing and
in the English language

14. COMPLIANCE WITH LAW AND CORPORATE SOCIAL RESPONSIBILITY

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 14.1 In the performance of its obligations under this Agreement, Contractor shall comply
with (i) Company policy including but not limited to Information security policy and all
other applicable policy (ii) all laws, regulations, privacy principles, codes of practice,
and local country standards including but not limited to those found at
http://www.fci.com/in/, (iii) any government policies, guidelines and codes of conduct
relevant; and (iv) as otherwise communicated by FCI to Contractor from time to time,
which are within the purview of the terms and conditions contained in this Agreement.

14.2 Each Party ('Defaulting Party') will not offer to give to any employee, agent or
representative of of other Party ('Non Defaulting Party') any gratuity, compensation,
gift, remuneration, or benefit for the purposes of securing any business from the Non
Defaulting Party or influencing that person with respect to this Agreement. Each party
shall ensure that its personnel do not accept gratuities which would influence their
impartiality create a conflict of interest or create the appearance of a bribe or
impropriety, relative to transactions made pursuant to this Agreement.

14.3 Contractor shall at all times comply with the applicable laws relating to anti-bribery
including but not limited to the OECD Convention policies against corruption, the
Foreign Corrupt Practices Act of the USA and the UK Bribery Act 2010 (the
“Applicable Anti-Bribery Laws”). The Recipient shall not engage in any activity,
practice or conduct which would constitute an offence under the applicable Anti-
Bribery Laws.

14.4 Contractor shall (i) not use child labor or involuntary labor of any kind; (ii) treat all its
employees with dignity and respect; (iii) not illegally discriminate in hiring and
employment practices; (iv) provide its employees with a safe and healthy workplace;
(v) not tolerate or be involved in any form of corruption or bribery; and (vi) comply
with all applicable environmental regulations and standards.

15. General Provisions

15.1 Intellectual Property Rights

15.1.1 FCI shall retain the intellectual property rights on all software / programming
codes / packages / source codes / design prototypes, flow charts/diagrams,
technical documentation / manual, programme testing details, training modules

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 etc. pursuant to this Agreement, whether developed onsite and/or off-site by
Contractor and/or Consultants.

15.2 Waiver

15.2.1 Failure, neglect or delay by FCI to enforce at any time any of the provisions
hereof shall not be construed nor shall be deemed to be a waiver of FCI's rights
hereunder nor in any way affect the validity of the whole or any part of this
Agreement nor prejudice FCI's rights to take subsequent action.

15.3 Severability

15.3.1 If any term or provision of this Agreement is held to be illegal or unenforceable,

the validity or enforceability of the remainder of this Agreement will not be
affected.

15.4 Entire Agreement

15.4.1 This Agreement and the Work Order(s)/assignment(s) submitted hereunder

constitute the entire Agreement between the parties and supersede any prior or
contemporaneous communications, representations or agreements between the
parties, whether oral or written, regarding the subject matter of this Agreement.
The terms and conditions of this Agreement may not be changed except by an
amendment signed by an authorized representative of each party.

15.4.2 The parties acknowledge that the all clauses of this Agreement which by their
nature (including Intellectual Property Rights and Confidentiality) shall survive
termination will survive termination and shall remain in effect indefinitely.

15.5 Amendments

15.5.1 This Agreement shall not be amended except in writing executed by both Parties.
All changes will have to be mutually agreed upon by both the Parties. All
amendments will be added as an Annexure to this Agreement.

15.6 Governing Law and Arbitration

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 15.6.1 In case of any dispute or any difference arising at any time between the parties
as to the construction, meaning or effect of this agreement or the rights and
liabilities of the Parties hereunder that cannot be amicably resolved by the
Parties, shall be settled in accordance with the process of arbitration; and shall
be referred to a single arbitrator of Indian nationality when the Parties can agree
upon one; and failing such agreement, each Party shall appoint one arbitrator of
Indian nationality, and the two appointed arbitrators shall appoint the third
arbitrator, an Indian national, who shall act as the presiding arbitrator. The
arbitration shall either be held at Delhi or Pune and will be in English and the
decision of the arbitrator(s) shall be final and binding.

15.6.2 All such arbitration proceedings shall be in accordance with and subject to the
provisions of The Arbitration and Conciliation Act (India), 1996.

15.7 Jurisdiction

15.7.1 This Agreement shall be governed in all respects by the laws of India and the
parties to the Agreement submit to the exclusive jurisdiction of the courts and
forums situated at New Delhi, India.

16. Dispute Resolution:

In the event that any dispute arises between the Parties with respect to
this Agreement, the Parties will discuss the Dispute and attempt to
resolve through internal discussion between nominated SPOC of each
party.

Any Dispute that the Parties are unable to resolve through internal
discussion shall be referred to Legal Function of FCI for further action
for resolution of the dispute which includes recording of facts,
investigation, etc.

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 17. Single Point of Contact (SPOC): FCI and Contractor each shall nominate
Single Point of Contact for this engagement.

FCI /
Contact Name Contact Details
Contractor

____________ ________ ____________________

____________ ________ ____________________

18. COMPLIANCE WITH LAW, RIGHT TO AUDIT, FCI WAY AND PERSONAL
DATA

(A) Compliance with Law

(a) In the performance of its obligations under this Agreement, the Contractor shall
comply with (i) Company policy including but not limited to Information security policy
and all other applicable policy; (ii) all laws, regulations, privacy principles, codes of
practice, and local country standards; (iii) any government policies, guidelines and
codes of conduct relevant; and (iv) as otherwise communicated by FCI to the
Contractor from time to time.

(b) The Contractor will not offer to give to any employee, agent or representative of
FCI any gratuity, compensation, gift, remuneration, or benefit for the purposes of
securing any business from FCI or influencing that person with respect to this
Agreement. The Contractor shall ensure that its personnel do not accept gratuities
which would influence their impartiality create a conflict of interest or create the
appearance of a bribe or impropriety, relative to transactions made pursuant to this
Agreement.

(c) The Contractor shall at all times comply with the applicable laws relating to anti-
bribery including but not limited to the OECD Convention policies against corruption,
the Foreign Corrupt Practices Act of the USA and the UK Bribery Act 2010 (the
“Applicable Anti-Bribery Laws”). The Contractor shall not engage in any activity,

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 practice or conduct which would constitute an offence under the applicable Anti-
Bribery Laws.

(d) The Contractor shall (i) not use child labor or involuntary labor of any kind; (ii)
treat all its employees with dignity and respect; (iii) not illegally discriminate in hiring
and employment practices; (iv) provide its employees with a safe and healthy
workplace; (v) not tolerate or be involved in any form of corruption or bribery; and (vi)
comply with all applicable environmental regulations and standards.”

(B) Right to Audit:

FCI, FCI’s customers and regulatory authorities, at their own expense, have the right
to enter the Contractor’s premises to review and/ or audit appropriate records,
including administrative procedures down to any level of the supply chain involved in
the order and to all applicable areas and records of the Contractor, to substantiate
the charges (including but not limited to quality, warranty and compliance matters)
invoiced under this contract. The Contractor will preserve all pertinent documents for
the purpose of auditing charges invoiced by the Contractor for a period of three (3)
years after final payment, or such longer period as FCI specifies in this contract. The
Contractor further agrees to cooperate fully with FCI, FCI’s customers and regulatory
authorities with all reasonable requests during review(s) or audit(s) and agrees that
such audit may be used as a basis for settlement of disputes which might arise
regarding payments under this contract. Where the Contractor utilizes the services of
third parties, the Contractor must include in its contracts with such third parties a
"right to audit/ access" clause with terms and conditions similar to those set out in this
paragraph.

(C) FCI Way:

The Contractor is aware that the business activities of Fujitsu Consulting India Pvt.
Ltd. are self-regulated by the “FCI Way” and agrees that it shall at all times abide by
the said code. The code can be found on the
http://www.fci.com/global/about/philosophy/codeofconduct/. The Contractor further
undertakes that it will promptly report any violation or potential violation of the Code
by any person to the Legal Head of Fujitsu Consulting India Pvt. Ltd. FCI, in turn,
undertakes that it will maintain confidentiality of all communication received.

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 (D) Permitted Processing and access to Personal Data:

The Contractor shall process any Personal Data held in connection with this
Agreement only for the purposes of fulfilling its obligations under this Agreement and
in accordance with FCI’s instruction and all relevant privacy legislation.

The Contractor shall not disclose any personal information obtained in connection
with this Agreement without the prior written consent of FCI. The Contractor may
disclose personal information which is required to be disclosed under any applicable
law or by a court or government agency, provided that, prior to disclosing any
information, the Contractor promptly notifies FCI in writing and the Contractor has
exhausted all reasonable steps at its cost not to disclose such information.

The Contractor must take all necessary steps to ensure that the Personal Data held
in connection with this Agreement is protected against misuse and loss, and from
unauthorized access, modification and disclosure, and that only its authorized
personnel with a legitimate role in fulfilling its obligations under this Agreement have
access to the Personal Data.

The Contractor must not transfer, disclose or allow access by a person, or permit the
transfer, disclosure or access by a person, outside of the jurisdiction of Personal Data
held in connection with this Agreement without the prior written consent of FCI. The
Contractor is responsible for the compliance of its personnel with its obligations under
this clause.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above.

Fujitsu Consulting India Private Limited ……………………………………………………

By:__________________________________ By:______________________________________

Name: __________________________________ Name: __________________________________

Title: __________________________________ Title: __________________________________

Date: __________________________________ Date: __________________________________

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Schedule – I
Scope of Work
I. In-Scope Services:
<Please include In-scope services here>

II. Out of Scope Services:

<Out of scope services>

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