Service Agreement

THIS AGREEMENT is made the ------day of ------2008 at---------BETWEEN: M/s .a Company incorporated under ------------with its registered office at ---------------------represented by its authorized signatory Mr. ------------ (hereinafter referred to as the Buyer which term shall wherever the context so require shall mean and include all its successors-in-interest and permitted assigns) of the One Part And M/s a Company incorporated under the provisions of Indian Companies Act, 1956 with its registered office at ..represented by its authorized signatory Mr.. (hereinafter referred to as the Seller which term shall wherever the context so require shall mean and include all its successors-ininterest and permitted assigns) of the OTHER PART (Hereinafter collectively referred to as the Parties) RECITALS: The Buyer has agreed to engage the engineering services of the Seller for designing, drafting, detailing and related services from time to time and the Seller has agreed to accept such engagement on the terms and conditions herein after contained. NOW IT IS HEREBY AGREED as follows: 1. Definitions In this Agreement, unless the context otherwise requires, the following expression have the following meanings: this Agreement intellectual property rights marks, registered means this Agreement means patents, trade marks, service

designs, application for an y of the foregoing, copyright, design rights, know-how, confidential information, trade

and business names and any other similar protected rights in any country Project pursuant to Agreement Project Materials authorship, products and prepared by the service provider in relation to the Projects including, without limitation, any and all computer programs, data diagrams, charts, reports, specifications, studies and inventions and all drafts thereof and working papers relating thereto the Services 2. Engagement
1) The Buyer hereby agrees to engage the Seller and the Seller hereby

means the work undertaken means any and all works of materials developed, written or

means the engineering services and related services to be provided by the Seller pursuant to this Agreement

agrees to provide the Services on the terms and conditions set out in this Agreement. 2) The Seller represents and warrants to the Buyer that by virtue of entering in to this Agreement he is not and will not be in breach of any express or implied obligations as set out in this agreement. 3. Term
1) The Agreement shall commence on -------, shall continue for an initial

period of one year and shall remain in force thereafter unless or until terminated by either party giving to the other not less than--- months written notice of termination given on/expiring on the last day of the said initial period or at any time thereafter but shall be subject to earlier termination as hereinafter provided. 2) In the event that the Seller is unable to carry out his obligations under this Agreement due to illness or accident and such incapacity continues for a period more than 3 months the Buyer shall be entitled to terminate this Agreement forthwith by notice in writing to the Seller given at any time while such incapacity continues 3) The Buyer may terminate this Agreement forthwith by written notice to the Seller if he shall.

Commit any material or persistent breach of any of his obligations under this Agreement; ii. Be guilty of any fraud, dishonesty or serious misconduct; iii. Become incapable, by reason of performing under his duties 4) If any sum payable by the Buyer under this Agreement is not paid by the due date the Seller shall be entitled to suspend provision of the Services until such time as payment is made 4. Duties
1) Any work to be undertaken by the Seller pursuant to this Agreement

i.

shall be jointly agreed between the parties and shall be setout in a written proposal describing: a) the nature of such work; b) the time schedules pursuant to which such work will be undertaken and completed c) the time and other resources which the Seller will devote to such work; and d) the amount and/or method of calculation of the fees of the Seller for such work 2) The Seller shall not be entitled to assign or sub-contract any of his rights or obligations under this Agreement 5. Sellers undertaking The Seller warrants and undertakes to the Buyer that: 1) he will have the necessary skill and expertise to provide the Services on the terms set out in this Agreement; 2) the Project Materials will, so far as they do not comprise material originating from the Buyer, its employees, agents or contractors, be original works of authorship and the use or possession thereof by the Buyer or the Seller will not subject the Buyer or the Seller to any claim for infringement of any intellectual Property rights of any third party; 3) the services will be provided in a timely and professional manner and in accordance with the time schedules as agreed upon 6. Buyers obligations The Buyer shall: 1) make available to the Seller such office and secretarial services as may be necessary for his work under this Agreement 2) ensure that its assigned employees operate fully with the Seller in relation to the provision of the services; and 3) promptly furnish the Seller with such information and documents as he may reasonably request for the proper performance of his obligations under this Agreement

7. Supervision
1) The Buyer shall appoint a representative who shall have full authority

to take all necessary decisions regarding the Project and the provision of the Services. 2) The Buyer and the Sellers representative shall meet at regular intervals during continuance of each Project to discuss and minute the progress of such Project 8. Payment
1) In consideration of the services rendered by the Seller pursuant to this

Agreement the Buyer shall pay to the Seller for reimbursement of expenses incurred for Salaries for the persons who are employed, rent, employee welfare, watch-ward ,depreciation on fixed assets and inclusive of 20% on total cost incurred for this agreement. 2) Unless otherwise agreed upon such expenses shall accrue monthly and the Seller shall render monthly invoices to the Buyer in respect of such expenses 3) The Buyer shall pay or reimburse to the Seller all reasonable and proper expenses incurred in connection with his duties under this Agreement 4) All charges payable by the Buyer shall, subject as aforesaid be within --- days after the receipt by the Buyer of the Sellers invoice thereof. 9. Notices All notice which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in as the recipient may designate by notice given in accordance with provisions of this Clause. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by facsimile transmission when dispatched. 10. Interpretation In this Agreement: 1) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa; 2) any reference to party to this Agreement includes a reference to his successors in title and permitted assign; 3) the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

11. Force majeure Neither party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances being the reasonable control of the party so delaying and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavors to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations 12. Law The Agreement shall be governed by and construed in accordance with the laws of India 13. Arbitration Any dispute or difference arising out of or in connection with this Agreement which cannot be settled amicably between the Parties shall be finally settled by Arbitration in accordance with this clause. The Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996, as amended from time to time. The venue for Arbitration shall be at Hyderabad and the proceedings shall be in the English language. The Arbitral Tribunal shall be composed of three (3) Arbitrators. Each party shall appoint one arbitrator and the arbitrators so appointed shall appoint one arbitrator who shall act as the presiding arbitrator 14. Severability Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provision of this Agreement and the remainder of the provision in question shall remain in full force and effect.

AS WITNESS the hands of the Parties hereto or their duly authorised representatives the day and year first above written. SIGNED by )

for and on behalf of [the Buyer]

) )

SIGNED by for and on behalf of [the Seller]

) ) )