INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) dated this

___________ day of _____________

BETWEEN:

CLIENT CONTRACTOR

____________________ _______________________

________________________ _______________________

(the “Client”) (THE “Contractor”)

BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary
qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on
the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual

benefits and obligations set forth in this Agreement, the receipt and sufficiency
of which consideration is hereby acknowledged, the Client and the Contractor
(individually the “Party” and collectively the “Parties” to the Agreement) agree
as follows:

SERVICES PROVIDED
 1. The Client hereby agrees to engage the Contractur to provide the Clieent
with the following services (the “Services”)

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client
with the following services (the “Services”)

2. The Services will also include any other tasks which the Parties may
agree on. The Contractor hereby agrees to provide such Services to the
Client.

TERM OF AGREEMENT
3. The term of Agreement (the “Term”) will begin on the date of this
Agreement and will remain in full force and effect until the completion
of the Services, subject to earlier termination as provided in this
Agreement. The Term may be extended with the written consent of the
Parties.

PERFORMANCE
4. The Parties agree to do everything necessary to ensure that the terms of
this Agreement take effect.

CURRENCY
5. Except as otherwise provided in this Agreement, all monetary amounts
referred to in this Agreement are in INR (Indian Rupees)

PAYMENT
6. The Contractor will charge the Client a flat fee of $__________ for the
Services (the “Payment”)
7. The Client will be invoiced when the Services are complete.
8. Invoices submitted by the Contractor to the Client are due within 30
days of receipt.
9. In the event that this Agreement is terminated by the Client prior to
completion of the Services but where the Services have been partially
performed, the Contractor will be entitled to pro rate payment of the
Payment to the date of termination provided that there has been no
breach of contract on the party of the Contractor.
[Link] Payment as stated in this Agreement does not include sales tax, or
other applicable duties as may be required by law. Any sales tax and
duties required by law will be charged to the Client in addition to the
Payment.

REIMBURSEMENT OF EXPENSES
[Link] Contractor will be reimbursed from time to time for reasonable and
necessary expenses incurred by the Contractor in connection with
providing the Services.
[Link] expenses must be pre-approved by the Client.

OWNERSHIP OF INTELLECTUAL PROPERTY

[Link] intellectual property and related material, including any trade
secrets, moral rights, goodwill, relevant registration or applications for
registration and rights in any patent, copyright, trade mark, trade dress,
industrial design and trade name (the “intellectual Property”) that is
developed or produced under this Agreement, will be the sole property
of the Client. The use of the Intellectual Property by the Client will not
be restricted in any manner.
[Link] Contractor may not use the Intellectual Property for any purpose
other than that contracted for in this Agreement except with the written
consent of the Client. The Contractor will be responsible for any and all
damages resulting from the unauthorised use of the Intellectual
Property.

RETURN OF PROPERTY
[Link] THE EXPIRY OR TERMINATION OF THIS Agreement the Contractor
will return to the Client any property, documentation, records or
Confidential Information which is the property of the Client.
 CAPACITY/INDEPENDENT CONTRACTOR
[Link] providing the Services under this Agreement it is expressly agreed that
the Contractor is acting as an independent contractor and not as an
employee. The Contractor and the Client acknowledge that this
Agreement does not create a partnership or joint venture between
them and is exclusively a contract for service.

MODIFICATION OF AGREEMENT
[Link] amendment or modification of this Agreement or addition
obligation assumed by either Party in connection with this Agreement
will only be binding if evidenced in writing signed by each Party or an
authorised representative of each Party.

TIME OF THE ESSENCE

[Link] is of the essence in this Agreement. No extension or variation of
this Agreement will operate as a waiver of this provision.

ASSIGNMENT
[Link] Contractor will not voluntarily, or by operation of law, assign or
otherwise transfer its obligation under this Agreement without the prior
written consent of the Client.

ENTIRE AGREEMENT
[Link] is agreed that there is no representation , warranty, collateral
agreement or condition affecting this Agreement except as expressly
provided in this Agreement.

ENUREMENT
[Link] Agreement will enure to the benefit of and be binding on the
Parties and their respective heirs, executors, administrators and
permitted successors and assigns.

TITLES/HEADINGS
[Link] are inserted for the convenience of the Parties only and are
not be considered when interpreting this Agreement.
 SEVERABILITY
[Link] the event that any of the provisions of this Agreement are held to be
invalid or unenforceable in whole or in part, all other provisions will
nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.

WAIVER
[Link] waiver by either Party of a breach, default, delay or omission of any
of the provision of this Agreement by the other Party will not be
construed as a waiver of any subsequent breach of the same or other
provisions.

IN WITHNESS WHERE OF the Parties have duly affixed their signatures under
hand and eal on this _____________ day of _______________, __________,

_______________________________

_________________________ (Client)

________________________________

______________________ (Contractor)