SERVICE AGREEMENT

This Services Agreement (this “Agreement”) is entered into by and between Next Leap Career Solutions Pvt. Ltd. (“Jombay”) having its registered office at E-1, 402, Water’s Edge, Vishal Nagar, Pimple Nilakh, Pune, Maharashtra 411027, India and the “Client” . Jombay and the Client are referred to jointly as the “parties” or singularly as a “party.”

WHEREAS Service Provider is carrying on the business of providing Talent Assessments and Learning Solutions.

AND WHEREAS the Service Provider has represented that it has requisite expertise and knowledge in providing the services and has expressed interest in providing the Services to the Company.

AND WHEREAS Service Provider has agreed to provide Scope of services (hereinafter referred to as “Services”) and has expressed willingness to render such services to the Company as per the requirements of the Company and in accordance with the terms and conditions of this Agreement.

( Service Provider and the Client are hereinafter collectively referred to as “Parties” and individually as “Party”, as the context may demand)



NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES



1. APPOINTMENT AND SCOPE OF WORK

1.1 In consideration of the Company paying the charges, the Service Provider shall provide the Services defined in the Scope of Work, which may be amended by the Parties from time to time in writing, together with all other obligations, functions and duties, as more particularly described in this Agreement, upon completion of each service of a particular location a detailed report shall be provided to the Company for its review and feedback for improvements as suggested by Company and hereinafter collectively known to as Service Provider’s Obligation.

1.2 The parties acknowledge and agree that, in the event the Company requires any additional services during the term of this Agreement, then the same shall be discussed and agreed between the Company and Service Provider in writing (the Additional Services ) In such event, a description of the Additional Services shall be added to the Service Specifications through a written amendment signed by the parties before Service provider commences performing the Additional Services, and the Company shall reimburse Service Provider for the costs incurred by Service Provider in performing the Additional Services in accordance with the terms agreed between the Parties in writing.

1.3 Service Provider assures that it shall provide its immediate support and assistance in the event of any disruption in the Services being provided by Service Provider. The manner and time frame for troubleshooting and the timelines for the resolution of the problems are mentioned in this Agreement.



2. PERIOD - TENURE AND TERMINATION

Unless terminated by either Party in accordance with the provisions of this Agreement, the Agreement shall be valid for a period of 1 (one year) from the effective date unless terminated earlier. The Company shall be entitled to terminate this Agreement without assigning any reasons by giving the Service Provider a written notice of 30 (thirty) days prior to the date on which it intends to terminate the Agreement.



3. RENEWAL

Unless terminated earlier, renewal instructions (if any) must be indicated at least 30 (thirty) days prior to the expiry of the existing agreement. Renewal of the Agreement will be done only on mutually acceptable terms in writing within one month of the date of expiry of the existing agreement.



4. CHARGES

4.1 In consideration of the services to be provided by the Service Provider pursuant to this Agreement, the Company shall pay to the Service Provider charges after deduction of tax at source under Income Tax Laws as may be in force from time to time or any other tax as applicable from time to time, to this Agreement. The Company shall pay the said charges through NEFT/RTGS in favour of the Service Provider within 15 days from the date of the invoice raised by the Service Provider on the Company.

4.2 The Service Provider shall ensure to raise an invoice including Goods and Service Tax (GST) for the Services by 1th of next month after the completion of the Services to the Company during the term of the Agreement. In case of discrepancy in input credit at GST portal, Company shall solely reserve the right to recover the amount of GST from the Service Provider. Each invoice shall be in a format acceptable to the Company, shall quote the relevant order number and shall be sent to the Company’s designated address for processing, together with any supporting documentation.



5. SERVICE PROVIDER’S COVENANTS

5.1 Service Provider shall be responsible for the following:

5.1.1 Service Provider shall ensure compliance of all the Central, State, municipal and local laws for the purposes of the performance of this Agreement.

5.1.2 Service Provider shall ensure that all applicable law have been adhered to by it all the times during the tenure of Agreement and shall maintain the requisite statutory registers and licenses and submit all statutory returns wherever applicable. The Company shall however, in no event be responsible or liable for any consequences arising out of non-compliance of such obligations by Service Provider.

5.1.3 The employees of Service Provider who will be providing the Services shall be and shall remain the employees of Service Provider and Service Provider alone shall be responsible for payment of all the statutory dues in respect of them. Service Provider shall be solely responsible to pay the monthly salary/wages and all other benefits including the retrenchment compensation, notice pay, Gratuity or Bonus as payable to the Service Provider Staff deployed at the locations for carrying out the services.

5.1.4 Service Provider shall immediately notify the Company in writing of the occurrence of any event, which may result in, or which may give reason to believe that there may be work stoppage, slowdown, labour dispute, strike, any labour related disruption of the Staff or other impediment or disruption in the performance of the obligations of Service Provider under this Agreement. Service Provider agrees that in that event any such work stoppage, slowdown, labour dispute, strike, disruption or impediment continues for a period exceeding Three (3) days then the Company may at its sole discretion terminate this Agreement forthwith.

5.1.5 Service Provider and its Staff shall not at any time use the name and/or the trademark/logo of the Company without receiving prior written approval from the Company.

5.1.6 Service Provider shall render the Services and obligations with utmost care and diligence and shall ensure to be of the highest quality and standards.

5.1.7 Service Provider shall at all times maintain and respect the confidentiality of all/any matters relating to the Services under this Agreement;

5.1.8 All documents and other information, papers and any other data relating to the business activities of the Company (“the Documents”) handed over to Service Provider by the Company under this Agreement or which come into the hands of Service Provider and /or its Staff’s custody, power or possession pursuant to or in connection with this Agreement will remain the sole and absolute property of the Company, and Service Provider shall not have and also shall not claim any charge or, lien Right of retention, sale or set-off or other right title or interest therein or hereon for any reason whatsoever. Service Provider and /or its Staff shall not at any time use or attempt to use the Company’s logo, letterheads for any purpose including the performance of this Agreement.

5.1.9 The work of the Staff shall be supervised directly and controlled by Service Provider itself and it is the responsibility of Service Provider to provide Services as per the scope of work..

5.1.10 Review Procedure: The Company shall have the right to procedurally review every 12 months the Services provided by the Service Provider. Any changes or amendment to the coverage of the Services, service levels or service procedures shall be in writing and mutually agreed between the parties and signed by the authorised signatories from both the parties. The Service Provider is required to keep all log details and issues in place during review meetings for detailed discussion and necessary actions.

5.2 Troubleshooting & Resolution Times: Service Provider assures that it shall provide its immediate support and assistance in the event of any disruption in the Services being provided. The manner and time frame for troubleshooting and the timelines for the resolution of the problems are to be provided by the Service Provider and the same shall form part of this Agreement. Service Provider shall carry out annual/ routine maintenance only on Saturdays or Sundays. Planned Maintenance will be scheduled at times in consultation with the Company with at least 1 week written notice in advance. In case of any incident, Service Provider shall send an incident report to the Company within 3 days of occurrence of such incidence. 24*7 support will include VM monitoring, troubleshooting the issue and will include assistance in rebooting and reconfiguring.



6. PARTIES REPRESENTATIONS AND WARRANTIES

6.1 SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES

Service Provider hereby represents, warrants and confirms to the Company that:

6.1.1 It has full capacity, power and authority to enter into this Agreement and to carry out and perform all its duties and obligations as contemplated herein.

6.1.2 It has necessary skills, knowledge, experience, expertise, equipment, required capital, and net worth, to perform its obligations in accordance with the terms of this Agreement.

6.1.3 The execution of this Agreement by Service provider to the Company, does not and will not violate, breach any covenants, stipulations or conditions of any Agreement or deed entered into by Service Provider with any third party/ies.

6.1.4 Service Provider shall be fully responsible for arranging adequate insurance cover for all its assets, risks arising out of performance of its Services

6.1.5 Service Provider shall provide all good high quality standard necessary tools, systems, products, applicators, devices, equipment and supplies for the performance of its Services under this Agreement.

6.1.6 All Services performed under this Agreement before payment, shall be subject to the inspection by the Company, who may withhold payment when in its opinion the Service Provider has not been performed in accordance with the requirements of this Agreement.

6.1.7 Service Provider shall provide the Company with a work schedule which shall clearly specify the frequency of the treatments to be carried out by Service Provider under this Agreement. The Company shall have power as it thinks fit to vary the frequency specified in the work schedule and no variation shall vitiate this Agreement.

6.1.8 Service provider shall be solely liable for and shall indemnify the Company against any loss, claim or proceeding whatsoever, arising out of any statutory regulations, legislation or at common law in respect of injury to or death of any person or animal resulting from application services by Service Provider, its agents, employees, servants or workers whether or not due to gross negligence.

6.1.9 Service Provider warrants that its Data Centre shall always maintain high levels of both physical and network security and follow security advisories issued by appropriate authority from time to time.

6.2 COMPANY’S REPRESENTATIONS AND WARRANTIES:

The Company hereby represents warrants and confirms to Service Provider that:

6.2.1 It is an entity duly organized, existing and in good standing under the laws of its jurisdiction;

6.2.2 It has all the requisite power and authority to own and operate properties and to carry on its business as now conducted;

6.2.3 It has full power and authority to enter into this Agreement and to perform its obligations under and consummate the transactions contemplated by this Agreement;



7. SERVICE PROVIDER’S LIABILITY AND INDEMNITY

7.1 Service Provider shall hold harmless and indemnify and keep indemnified the Company against any and all claims, liabilities, and damages, losses, including any third party claim suffered by the Company, arising out of fault of the Service Provider or breach of terms and conditions of the Agreement by the Service Provider.



8. NOTICE

All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.



9. TERMINATION

In case of any breach of the terms of the Agreement, the Company shall give 15 (fifteen) days of written notice to the Service Provider and in case such breach has not rectified by the Service Provider after receipt of the Company’s written complaint, the Company has the right to terminate the Agreement, by giving thirty (30) days prior written notice to the Service Provider.



10. POST TERMINATION RESPONSIBILITY OF SERVICE PROVIDER

On termination of this Agreement, Service Provider shall deliver to the Company all documents and any/all data, held by it.



11. ASSIGNMENT AND SUB-CONTRACTING

Service Provider shall perform its obligations under this Agreement and shall not be permitted to assign and sub contract any of its rights and obligations provided hereunder.



12. COMPLIANCE:

Anti-bribery and corruption

12.1 The Service Provider shall at all times during the term of the Agreement comply with all applicable anti-bribery and corruption laws and regulations of India or any other applicable laws in the performance or purported performance of the Agreement and, in particular, shall not, either directly or indirectly, offer, promise, give, authorize the payment of or transfer a financial or other advantage to: (i) any public or government official in order to obtain or retain business and with the intention of influencing such official in their capacity as an official where such official is not permitted or required by written law to be influenced by the offer, promise or gift; or (ii) any other person with the intention of inducing or rewarding the improper performance of a function or activity.

12.2 Service Provider shall implement and at all times maintain suitable policies and procedures designed to prevent any activity, practice or conduct relating to the Agreement that would constitute an offence under any applicable Anti-Bribery Laws and shall procure that all of its staff/personnel shall at all times comply with all such policies and procedures.

12.3 Service Provider shall provide the Company with all reasonable assistance to enable the Company to comply with all Anti-Bribery Laws, including informing the Company of any request by a third party for payment of a bribe in connection with the Goods.

12.4 Service Provider shall disclose to the Company in writing, immediately on it becoming aware of the same, full details of any fact, matter, event or circumstance which does or might constitute a breach of this clause 12.1. Any failure by the Service Provider to perform its obligations under, or procure compliance shall be deemed to be a material breach of the Agreement by the Service Provider, such breach being incapable of remedy and giving the Company right to terminate the Agreement in accordance with clause 9 of this Agreement.

12.5 Without prejudice to the foregoing provisions of this clause 12.1, the Service Provider unconditionally and irrevocably agrees, as a continuing obligation on an after-tax basis, to indemnify the Company in full against, and to pay on demand an amount equal to, any loss which the Company and their respective directors, officers, employees, successors and assigns may incur at any time or from time to time (whether by way of damages, settlement, costs or otherwise) and all costs and expenses (including legal fees and together with any applicable GST) in respect of, or as a result of, any actual or alleged bribery or breach of this clause by the Service Provider or any of its Personnel or any other person engaged by it in the performance, or purported performance, of its obligations under the Agreement.



13. FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (a Force Majeure Event).



14. CODE OF CONDUCT

The company and its stakeholders demand quality service at all times. Company also understand that when people are treated with respect, work in decent conditions and earn fair rates of pay, both they and their company benefit from increased commitment and productivity and expect the same commitment from the business partners including the Service Provider.

The Code of Conduct therefore outlines the minimum requirements placed on the Company’s Service Providers of goods and services concerning their responsibilities towards their stakeholders and the environment..



15. MISCELLANEOUS

A) Amendments: Any provision of this Agreement may be amended if and only if such amendment is in writing and is signed by both Parties.

B) Waiver: Waiver by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:

(a) Shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions or obligations under the Agreement;

(b) Shall not be effective unless it is in writing and executed by a duly authorised representative of such Party; and

(c) Shall not affect the validity or enforceability of the Agreement in any manner.

Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of the Agreement or any obligation hereunder nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver/breach of any terms, conditions or provisions of the Agreement.

C) Entire Agreement: This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior written and oral agreements, understandings and negotiations between the Parties with respect to the subject matter of the Agreement. No representation, inducement, promises, understanding, condition, warranty not set forth herein has been made or relied upon by the Parties. Neither this Agreement nor any provision hereof is intended to confer upon any person other than the Parties to the Agreement any rights or remedies hereunder.

D) Severability: If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect. If any provision of the Agreement is so found to be invalid, illegal or unenforceable, but would be valid, legal or enforceable if some part of the provision were deleted, the parties shall agree in good faith amendments to the provision in question to the extent necessary to make it valid, legal and enforceable and to secure for the parties rights and benefits which are as similar as possible to those provided for in the Agreement.

E) Relationship: The Parties are independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture or similar relationship. Neither Party is authorized to bind the other Party to any obligations with third Parties.

F) Counterparts: This Agreement may be executed in one or more original counterparts, all of which together shall constitute one Agreement.

G) Non-Exclusive Right: Service Provider’s right to provide the services under this Agreement is not exclusive and shall not prevent the Company from granting a similar right to other Parties.

H) Confidentiality and Secrecy: The Service Provider acknowledges and agrees that all tangibles and intangibles information obtained, developed or disclosed including business information, the terms and conditions of this Agreement and process of Company relating to its business practices in connection with the performance of services under this Agreement shall be considered to be confidential and proprietary information (“confidential information”). The Service Provider agrees and undertakes that the confidential information shall not be used or permitted to be used in any manner except for the purpose performance of this Agreement and the Service Provider shall not disclose or part with the confidential information to unauthorized persons. The Service Provider shall ensure that their employees / delegates are bound by similar obligation to maintain secrecy in respect of confidential information. The Service Provider acknowledges that in the event of any breach of this clause by the Service Provider shall be liable to pay damages as may be quantified by Company. This clause will be operative until such time as the confidential information becomes publicly known.

I) Intellectual Property Rights: Service Provider shall not, at any time, without obtaining prior written permission, use the Company’s or its affiliate’s symbol, logo or photographs or any other description/depiction, which is reflective and/or associated with Company’s identity or its affiliate’s identity and the same will remain the exclusive intellectual property of Company. The Service Provider shall not use Company’s or its affiliate’s symbol, logo or photographs in any advertisement and other promotional materials aimed to promote the same during the tenure of this Agreement.

IN WITNESS WHEREOF, the parties have digitally indicated their acceptance of the terms of this Agreement.