Está en la página 1de 4

This Agreement (Agreement'), effective as of the x/x/2009, is made by and between One Step Ahead Consulting [referred to in this

document as SERVICE PROVIDER] with its principal offices at C-4 ,Office No 2, Natasha Enclave , NIBM Road ,Kondhwa, Pune 411048 And XXXXXXX [referred to in this document as call center] with its principal offices at XXXXXXX XXXXXXXX

Call Center also includes all companies, parent, and subsidiaries or otherwise related companies, around the world, and staff or sub-contractors working for these companies anywhere in the world. WHEREAS, Service Provider is in the business of providing call centre and back office services to IT from facilities in India; and WHEREAS, SERVICE PROVIDER wishes to use the services of call center, on behalf of prospective customers of SERVICE PROVIDER. SERVICE PROVIDER is interested in contracting with call center for call centre and back office services, in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the promises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, SERVICE PROVIDER and call center agree as follows: I Definitions When used in this Agreement, the terms listed below have the following meanings: 1. Customer means an end customer introduced to call center by SERVICE PROVIDER. 2. Call Center Services means call centre, contact and back office services etc. provided to end user customers by SERVICE PROVIDER. II. Agreement Term This agreement shall commence as of the date set forth above and shall be in effect for a period of thirty six (36) months. After this initial term, the Agreement will remain in effect unless cancelled by either party in writing with thirty (30) days written notice. All terms of this Agreement shall remain in effect during the length of the Agreement unless modified in writing by both parties. III. Relationship of Parties. The parties SERVICE PROVIDER or call center are independent contractors of one another, and nothing in this Agreement shall be deemed to create an agency, partnership, employment, joint venture, or exclusive relationship between the parties. IV. Respective Responsibilities SERVICE PROVIDER will be responsible for all customer contact, and call center will be responsible for all project delivery, to time-scales and quality parameters, as agreed on a project by project basis. V. Confidential Information and Non-Disclosure From time to time either party may provide confidential, proprietary, or exclusive information belonging to the other party, including, without being limited to,

Information regarding business plans, Customers and prospective Customers. The receiving party agrees that for a period of twenty four (24) months after the termination of this agreement, it and its employees, agents and representatives will not disclose, provide or divulge such information to any third party without the prior written consent of the providing party or use such information for any purpose other than furtherance of this Agreement. Further, both parties agree to maintain complete confidentiality and secrecy with respect to the pricing, terms, and conditions of this Agreement and any Agreements with Customers. VI. Non-compete Clause: Both parties agree not to approach Customers introduced by one party to the other for the purpose of soliciting use of Call Centre Services in circumvention of this Agreement without the express written permission of the other party. Non-circumvent Clause: call center will not directly approach Customers introduced to them by SERVICE PROVIDER for Call Centre Services both during the tenure and within 24 (twenty four) months after the expiry of this contract without an agreed consideration and consent of SERVICE PROVIDER. If circumvention has occurred, then SERVICE PROVIDER reserves the right to seek adequate and fair compensation from call center. VIII. All business contacts between call center and Customer will be through SERVICE PROVIDER or should be authorized by SERVICE PROVIDER in writing prior to any direct contact by call center with the Customer. IX. Force Majeure SERVICE PROVIDER shall not be liable for any failure, interruption, diminution of service in the event that such failure, interruption or diminution is the result of an act of God, natural disaster, fire, earthquake, civil or military authority, insurrection, riot, war, national emergency, strike or other labor dispute, telecom and power failure, failure of other carriers, flood, explosion or other cause out of SERVICE PROVIDERs reasonable control. X. Arbitration Any dispute relating to this contract will be settled by arbitration in the courts of Pune. XI. Call center agrees to Pay Service Provider Rs 1,50,000 ( Rs One Lakh Fifty Thousand only) during the time of sign up dated: 24/03/2009 via cheque in the favour of one step ahead consulting. Call center also agrees to pay Service Provider 10% on monthly billing .If the cheques are dishonored or the royalty is not paid on time then Service Provider has all the legal rights to pull the Call Centre in the court of law.



Entire Agreement This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and there are no representations, warranties, covenants, or agreements expressed or implied, affecting this instrument, which are not expressly set forth herein.


Miscellaneous A) WAIVER. A waiver by either party of a breach of any provision of the Agreement shall not operate as, nor be construed as, a waiver of any subsequent breach. B) HEADINGS. All headings contained herein are inserted for convenience only and do not constitute a part of the Agreement. C) NOTICE. Any notice to be given under this Agreement shall be deemed given when mailed by registered or certified mail, return receipt requested, postage prepaid to the party to be notified at the address set forth above in this Agreement, or at such other address as the party may designate in writing to the other party.


Authority Both parties hereby represent and warrant that they have full power and authority to execute and deliver the Agreement and to perform the duties and obligations hereunder.

Service Level Agreement: 1. Call Center, hereafter agrees to abide by the Service Level Agreement pre mentioned by the end client. 2. One Step Ahead consulting cant be held responsible in any sort for the termination of the contract due to any breach or carelessness towards the quality and service level factors. 3. Service Provider hereby declares that the money paid to them is an introduction fees towards introducing the end client . Service provider will not refund back the consulting fees paid to them in any circumstances, if the contract is terminated by the end client for any of the reasons. For, XXXXXXXXXXX (Authorized Signatory) Zuber Malik Managing Director For, One Step Ahead Consulting (Authorized Signatory) Kunal Brohmo Managing Director