This Agreement is entered into between M/S Vecapo (OPC) Private Limited located (Hereinafter referred as "the Consulting firm") and Borrower (Company, Group or Otherwise) (Hereinafter referred as the "the Client").
The parties hereto do hereby agree as follows:
1. Independent Client. Subject to the terms and conditions of this Agreement, the Consulting firm hereby engages with the Client as an independent Consulting firm to perform the services set forth herein, and the Client hereby accepts such engagement.
2. Consulting firm agrees to provide fund-raising services for Client as an independent contractor to help client raise funds .
3. Consulting firm shall provide all necessary services for the purpose of increasing funding and financial resources of Client as shown on Consulting firm's Web Site, vcpodium.com.
4. Client shall provide access to its officers, facilities and records as are reasonably necessary for consulting firm to provide resource-development and fund-raising services. Client agrees that all records, including funding proposals and documents developed by Consulting Firm during the course of this Agreement shall be used for the purpose of obtaining funding for "Client" in furtherance of this agreement.
5. Client shall pay to Consulting firm for services rendered under this agreement the sum (s) specified on the "COMPENSATION" or as otherwise agreed in writing between the "Consulting firm" and the "Client".
6. Payments under this agreement shall be due for work performed in accordance with this agreement performed for the client.
7. "Consulting firm" will commence document production or other agreed services within no more than 24 hours of Client raising signing this agreement and registering at vcpodium.com.
8. Expenses. At the end of this Agreement, the Consulting firm shall bill and the Client shall reimburse [him or her] for agreed expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Consulting Firm in traveling to and from Client facilities shall not be reimbursable.
9. The term of this agreement shall be for the period reasonably required in completing the assignment. "Consulting firm" and "Client" shall mutually agree to the time frame required to complete the assignment. In most instances it is anticipated that a minimum of 6 months will be required to complete the consultation project following raising up the offer on website and execution of this agreement.
10. Inventions. Any and all inventions, discoveries, developments and innovations conceived by the "Consulting firm" during this engagement relative to the duties under this Agreement shall be the exclusive property of the "Consulting firm"; and the Client hereby assigns all right, title, and interest in the same to the "Consulting firm".
11. This license is non-exclusive for both "Consulting firm" and the “Client” and any party can reach out to 3rd party vendor/suppliers to avail/provide same and/or similar services.
12. Notwithstanding anything in this agreement to the contrary, Client shall have the right to terminate this Agreement anytime but prior to completion of the document or service to be rendered. "Consulting firm" nevertheless shall be entitled to fee as specified on the “COMPENSATION” for the services already rendered.
13. Confidentiality. The Client acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the "Consulting firm" and/or used by the "Consulting firm" in connection with the operation of its business including, without limitation, the Consulting firm's business and product processes, methods, customer lists, connections, accounts and procedures. The Client agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter for two years, except as required in the course of this engagement with the "Consulting firm". All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the "Consulting firm", whether prepared by the Client or otherwise coming into [his or her] possession, shall remain the exclusive property of the "Consulting firm". The Client shall not retain any copies of the foregoing without the Consulting firm's prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the "Consulting firm", the Client shall immediately destroy and deliver to the "Consulting firm" all such files, records, documents, specifications, information, and other items in his possession or under [his or her] control.
15. Conflicts of Interest; Non-hire Provision. The Client represents that he is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Client and any third party. Further, the Client, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. The Client is expressly free to perform services for other parties while performing services for the "Consulting firm". For a period of two year following any termination or completion, the Client shall not, directly or indirectly associate, hire, solicit, or encourage to leave the "Consulting firm" employment, any employee, consultant, connections, or Client of the "Consulting firm" or hire any such employee, consultant, connections, or Client who has left the "Consulting firm" employment or contractual engagement within two year of such employment or engagement.
16. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the "Consulting firm" under this Agreement and the rights and privileges granted to the "Consulting firm" under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Client of any of the provisions of this Agreement will cause the "Consulting firm" irreparable injury and damage. The Client expressly agrees that the "Consulting firm" shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Client. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the "Consulting firm" may have for damages or otherwise. The various rights and remedies of the "Consulting firm" under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
17. Merger. This Agreement shall not be terminated by the merger or consolidation of the "Consulting firm" into or with any other entity.
18. Termination. Any party may terminate this Agreement at any time by 15 working days' written notice to the Client. In addition, if the Client is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the "Consulting firm", is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the "Consulting firm" at any time may terminate the engagement of the Client immediately and without prior written notice to the Client. Client will be liable to pay compensation as per the agreed fee.
19. Independent Client. This Agreement shall not render the Client an employee, partner, agent of, or joint venture with the "Consulting firm" for any purpose. The Client is and will remain an independent Client in [his/her] relationship to the "Consulting firm". The "Consulting firm" shall not be responsible for Clients actions, withholding taxes with respect to the Client's compensation hereunder. The Client shall have no claim against the "Consulting firm" hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
20. Insurance. The Client will carry liability insurance (including malpractice insurance, if warranted) relative to any service that [he or she] performs for the "Consulting firm".
21. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the Client hereto and Client’s respective heirs, if any, successors, and assigns.
22. Choice of Law. The laws of the state of Faridabad/Haryana govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
23. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Faridabad/Haryana and the judgment upon award may be entered in any court having jurisdiction thereof.
24. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
25. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
26. Assignment. The Client shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the "Consulting firm".
27. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof.
28. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
29. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
30. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
31. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing by e-mail, fax and if either personally delivered to the intended party or mailed to above addresses of the party intended to receive notice.
32. It is understood and agreed that this Agreement expresses the complete and final understanding of the parties hereto, that any and all negotiations and representations not included herein or referred to herein be hereby abrogated, and that the Agreement cannot be changed, modified, or varied except by written instrument signed by all parties.
33. COMPENSATION: As agreed
34. Claim - Service provider does not have right to make any claim, tangible or otherwise, against the Company except the agreed fees.