AGREEMENT OF THE PANEL EXPERT INTERVIEWER

This Memorandum of Agreement is made and executed on this the 02nd day of November month 2013 year at Bangalore Place ( 02/11/2013 )

BY AND BETWEEN

M/s. Technologyport Software Pvt Ltd

Having it’s Office at : #10-C, ‘Vriksha’, 1st A Main, 14 ‘C’ Cross,
HSR 6th Sector, Bangalore – 560102.

Reptd by it’s Authorised Director
Mr. Prashanth R Nayak and Mr. Guruprasad B Nayak

Here-in after called as the Company of the First part/ First Party.

AND

Registered Expert Professional in www.xpertreview.com

Here-in after called as the Expert Panel Interviewer of the Other party/ Second Party.

Whereas the First Party / Company is involved in the Business of Web portal Development, Software development and service and Consultancy services.

Whereas the First Party / Company in the Course of its Business intends to hire the Services of Expert Interviewers for its Panel of Interviewers.

Whereas the Second Party/Expert has submitted his Bio-data / Resume in response to the First Party’s call for Expert Interviewers of the Company and offered himself/herself to be on the Panel of the First Party/ Company’s Panel of Interviewers on remuneration/ professional charges/ consideration basis.

Whereas the Second Party/ Expert represents that all the representations made in the resume and other Documents submitted in support of his Qualifications, Professional credence, Experience and other facts are true and correct and that there are no other legal impediments, bars, conflicts of Interests of any kind in offering the services to the First Party Company.

Whereas the First Party Company has accepted the offer of the Second Party and on the representations made and as per the terms and conditions agreed herein between the parties, the First Party does hereby nominate, appoint and retain the services of the Second Party as an Expert panel Interviewer on its panel list on the following terms and conditions agreed between the parties:-

1. Appointment:- The First Party hereby appoints / nominates the Second Party as a Retainer – in its Panel of Expert Interviewers in the course of its Business as an Independent professional First Party on contract- assignment basis without being an employee of the First Party in any way or manner for consideration/ remuneration/ Professional Charges payable as per the assignments generated.
2. Interviewing / Reviewing Services :- The First Party/ Company hereby retains the Second Party as a professional Reviewer and Interviewer on assignment basis to perform the services specifically set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred to as the “Services”), and the said Exhibit may be amended mutually in writing from time to time, subject to the terms and conditions of this Agreement and the Second party /expert to render such Services during the term of this Agreement. Such services shall be limited to the area of expertise described in Exhibit A (the “Field”), as amended in writing from time to time. The Second party shall render services hereunder at such times and places and in such modes, media as shall be mutually agreed between the parties.

It is understood that the purpose of the Second Party’s Expert services is to provide/facilitate/complete the out sourced Services of the Clients of the First Party/Company in the course of the First Party/Company’s Business as assigned by the First Party/ Company nor the Second Party will benefit if Second party/ Expert defaults or deviates, becomes inefficient in performing, completing, discharging his Professional Services assigned by the First Party .To that end, the First Party/Company shall provide Second party, in advance of Assignments, with accurate, unbiased and sufficient information for him to review the subject matter / assignment thereof, and shall promptly provide further information that Second party reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion/ reviewing/ Interviewing. It is expressly understood that Second Party has no fiduciary obligation to First Party/Company, but instead a contractual one described by the terms of this Agreement; that Second party’s role is to provide independent review, advice and services uninfluenced by commercial concerns; and that service as a Second party/expert does not require him to be an Advocate for Company or its products in any forum, public or private. The Company expressly agrees that under no circumstances will this role be compromised or inaccurately represented.

3. Consideration / Professional Fees :-The Professional fees / consideration of the Second Party/First Party shall be payable as per the Exhibit - B hereunder on the assignments offered by the First Party, after being taken up and successfully completed as per the Schedule of norms and procedure set forth in Exhibit - C

The Second party shall not be entitled to any other separate Retainer Fees for being on the panel during the term/period of the contract with the First Party/ Company.

The Professional Fees of the Second Party/ Expert shall become payable and be billed/claimed/ Invoiced only after completing minimum 3(Three) sets of assignments or more.

The Professional Fees, remuneration shall be liable/incidental to all Statutory Deductions as applicable under the prevailing Laws and the Second Party / Expert Panel Interviewer shall co-operate with the First Second Party in making all statutory compliances.

The Company shall pay the correct invoiced amounts to the Second Party within forty five (45) days after the date of invoice.

The Second Party shall be paid in Indian Rupees only.

The parties agree that this Agreement creates an independent contractor relationship and not an employment relationship. The Second party / Expert Panel Interviewer acknowledges and agrees that the First Party / Company will not provide him with any employee benefits, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payments, and that income tax withholding is Second party’s / Expert Panel Interviewer responsibility. In addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party.

4. Term and Termination:- The Second Party has agreed to be on the Panel of the First Party Company for a minimum period of 1(One) year.

Either party can terminate the agreement by giving two months Notice in writing.

The First Party/ Company can terminate the services under any of the following circumstances and contingencies without notice:-

5. Copyright / Confidentiality and Intellectual Property.

1. The Second party transfers to the First Party, all the future copyright in or on any and all written documents prepared by the Second party for the Company or upon the Company’s request within the framework of this Agreement.
2. The Second Party acknowledges that during the course of the consulting Activities within the framework of this Agreement confidential information Regarding the Company and its Client may be exchanged between the contracting parties.
3. The Second party shall keep secret and confidential all such information during the course of the Agreement and also after the termination of this Agreement. The Second party shall not use such information other than for this Agreement. Such information includes but is not limited to: All data, Documents, letters, communications, of the Man-power, Human resources, supplied and furnished by the First Party and its Clients for the assignment and services of the First Party.

All drawings, formulae, specifications, books, software, instruction manuals, daily reports, minutes of meetings, journals and accounts, business and trade secrets, oral or written data, whether concerning the existing or future business, methods, processes, techniques or equipment of the First Party/ Company, its parent Company, subsidiaries or branch offices;
The identity of the clients of the Company, its parent company, subsidiaries or branch offices and any other information relating to such clients.

4. Any violation of the secrecy obligation by the Second Party / Expert Panel Interviewer during the course of the present Agreement may be considered by the Company as a cause justifying immediate termination of the present Agreement, without notice and without prejudice to the right of the Company to claim damages, business loses, and future business loses.
5. Upon termination of this Agreement or upon the Company’s request, the Second party shall return to the Company all documents, Data’s of whatever nature, notes, reports, letters and faxes relating to the Company which he has received for the execution of the services, assignments under the present Agreement.
6. Non-competition and unfair competition:- The Second Party / Expert Panel Interviewer will refrain from actively soliciting any of the clients of the Company/ First Party and their Human Resources/ manpower on which the Second party has actively worked during the last 2 years under this Agreement for a period of one(1) year after termination of this Agreement, in areas associated with this agreement.

The Second Party/ Expert Panel Interviewer Shall not in any way communicate, contact, deal with the Clients of the First Party / Company nor use their Data, Intellectual Property, Documents, otherwise than in the due express Course of assignment and policy of the First Party.

The Second Party shall not contact or communicate solicit entertain the manpower human resources of the First Party / Company or their Clients for at least one year since termination or expiry of the contract.

Upon termination of this Agreement, for whatever reason, the First Party shall be entitled to receive the contractual compensation for all assignments completed until the date of actual termination of the agreement in the terms agreed herein.

7. Assignment:- The Second Party shall not and cannot assign or delegate any of his right, duties, powers or responsibilities there under without prior consent of the First Party given in writing. However the First party / Company is under No obligation to take any prior consent of any kind before assigning any of its rights, duties under the agreement to any other delegate or third parties and this contract shall be binding and enforceable by the Assignee against the Second Party / Expert Panel Interviewer.
8. Indemnification:-The Second Party / Expert Panel Interviewer shall indemnify and keep indemnified the First Party / Company of all the claims of damages, losses that may be suffered by the First Party or from its clients due to any default and breach committed by the Second party in performing its Professional Services including any business loses by unethical professional practice or act abetting diversion / solicitation of the company / client’s business.
9. Notice:-All notices to be given under this Agreement shall be made by registered mail or by courier to the address of each party. All terminations and any legal steps, raising of disputes shall be by a Notice issued under Registered Post Acknowledgement Due to the address shown registered in this agreement.
10. Severance and public restrictions:-If any provision of this Agreement is declared void or legally unenforceable by any Judicial or Administrative Authority, this shall not nullify the remaining provisions of this Agreement, provided that the cancellation of such provision does not substantially alter the economic interest of either party in the continued Performance of this Agreement.
11. Governing law and Jurisdiction:- This Agreement is governed and interpreted in accordance with the Laws of India only and any dispute arising in connection with this Agreement and which Can not be settled on an amicable basis shall be submitted to the exclusive Jurisdiction of the Courts of India at Bangalore.
12. Prior agreements:- This Agreement constitutes the entire agreement between the parties relative to the matters referred to herein and supersedes any other agreement, whether oral or writing, which may have existed between the Company and the Second party/ Expert Panel Interviewer . Any modification or amendments of this Agreement shall be in writing and shall become effective if and when signed by both parties.

This agreement is executed in two (2) original copies, each party acknowledging having receipt of one original copy,

Signed Executed and Delivered:-

First Party / Company :

By:____________
_______________

Date:

Place:

Second Party / Expert Panel Interviewer :

By:____________
_______________

Date:

Place:

EXHIBIT-A EXPERT SERVICES PERFORMED BY THE FIRST PARTY / COMPANY

EXHIBIT-B SCHEDULE of PROFESSIONAL CHARGES PAYABLE SECOND PARTY / EXPERT PANEL INTERVIEWER

*Taxes Deductable:-

1. Professional Tax if Income exceeds Rs.10 lacs per annum
2. Income tax at Source ___ % exceeding annual payments of Rs.20,000/-.
3. Service Taxes _______% of the Invoice Billed.
4. Value added Tax if any ______ % of the Invoice Billed.

* As applicable only by the prevailing laws.

EXHIBIT-C POLICY AND PROCEDURE FOR TAKING, CARRYING OUT AND COMPLETING THE ASSIGNMENTS AND SUBMISSION OF REPORTS BY THE SECOND PARTY / EXPERT PANEL INTERVIEWER

1. OFFERING AVAILABILITY FOR TAKING UP ASSIGNMENT
2. TAKING UP THE ASSIGNMENT.