Edit
Edit
Edit
ORN HIGH DIGITAL, a company incorporated under the Companies Act, 1956 and
B
havingitsregisteredofficeon4thFloor,777/E,100FeetRd,oppositetoNewHorizonPublic
School, HAL 2nd Stage, Doopanahalli, Indiranagar, Bengaluru, Karnataka 560038,
AND
ajeswari Kalathy, an individual aged 26 years, withthe identity of PAN number as
R
DNBPR9443D, Daughter of Mr. Kalathy, residing at11/1,21st Cross, C.M.H. Road,
Lakshmipuram, Halasuru, Karnataka, 560008an individualhaving a place of business at
Bangalore for the period of 3 months and 2 weeks starting from8th April 2024to21st July
2024.
WHEREAS:
B. heCompanyisinterestedandtheConsultanthasofferedhimself/herselftoassistthe
T
CompanyasaretainerconsultantduringtheTermforthenextthreemonthsandtwo
weeks.TheCompanyisdesirousofengagingtheConsultantinordertoavailcertain
Services Ref to the scope of work mentioned below from the Consultant and the
Consultant has represented to the Company that he/she has the requisite skills and
expertise to provide the said services, in accordance to the terms and conditions of
this Agreement.
C. hePartiesarenowenteringintothisAgreementtodetailthetermsandconditionsof
T
their understanding.
OW IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES
N
HERETO AS FOLLOWS:
1.1 heCompanyherebyengagestheConsultanttoprovidecertainservicesasmorefully
T
described under Annexure A, in accordance with the terms and conditions of this
Agreement. It is hereby clarifiedthat,theConsultantshallrendertheServicesonan
exclusivebasis,subjecttothetermsandconditionsofthisAgreement.TheConsultant
shall at all times, report directly to Ms. Disha, Associate Director.
1.2 heCompanyherebyappointstheConsultantinandwiththepositionandtitleofMIS
T
Executive.TheConsultantisappointedonafull-timebasisforthenextthreemonths
and 2 weeks, and undertakes to perform the Services, to the satisfaction of the
Company and any third-party clients of the Company.
1.3 uring the Term of this Agreement, the Consultant shall not be provided with
D
company laptop.
1.4 Without inanywaylimitingoraffectingthegeneralityofClause1.1,theConsultant
in performing the Services shall:
i. perform the Services at all times exercising due care, skill and judgment;
ii. c ommence the Services on the Effective Date and continue to provide the
Services in accordancewiththetermsandconditionsofthisAgreementuntil
terminated in accordance with this Agreement;
iii. u nderstand the industry, market standards and specific requirements of the
Company and/or the Client whether conveyed orally or in writing to the
Consultant, from time to time;
iv. o bserveandcomplywiththeprovisionsofanystatute,regulationorbye-Law
which is required to be observed or performed in the performance of the
Services;
v. p rovidetheServicesasperthetimelinesagreedwiththeCompanyand/orthe
Client, as per the understanding at the time and provided in writing by the
Company and/or the Client;
vi. n otuseanyintellectualpropertyorconfidentialinformationofanythirdparty
which might result in infringement by the Company and/or the Client;
vii. p repare and submit to the Company, monthly reports on the performance of
the Services on a timely and regular basis;
viii. to provide any other services which the Company, or its authorized
representatives may specify and which fall into the natural scope of tasks
associated with the business of the Company.
1.5 he Consultant shall immediately make full and true disclosure in writing to the
T
Company of any direct or indirect interest or benefit he has derived or is likely to
derive through or in connection with any contractual arrangements, dealings,
transactions oraffairsoftheCompanyand/oranytransactionswhicharelikelytobe
detrimental to the Company.
1.6 heConsultantwillbeboundbythepoliciesoftheCompanyaswellasanypolicies
T
of the Client as intimated to him/her from time to time. Further, Consultant shall
perform his/her duties and obligations and render the Services,asperthetermsand
conditions of this Agreement and the Companyisentitledtoalter,amendorchange
the scope of work or services of the Consultant as perpriordiscussionsandmutual
consensus of such alterations, change of scope or services with the Consultant.
2. CONSIDERATION
2.1 I n consideration of the Services provided under this Agreement, theCompanyshall
pay the Consultant a consultancy fee as more fully described underAnnexureBto
this Agreement.
3.2 he Consultant acknowledges that such Confidential Information is not readily
T
availabletothepublicotherthaninnormalcourseofbusinessandwasdevelopedby
the Company and / or its affiliates/subsidiaries with great effort and expense.
3.3 I nrecognitionoftheforegoing,duringandaftertheterminationofhis/herassociation
(regardless of the reason for any such termination) and until such time as the
Confidential Information is generally published or is available to the generalpublic
otherthanthroughtheConsultants’unauthorizeddisclosure,theConsultantshallnot,
without the prior written consent oftheCompany,discloseoruseormakeavailable
for anyone to use (except in the course of performing Services, or in furtherance of the
b usinessoftheCompanyandtheirrespectiveaffiliates/subsidiaries)anyConfidential
Information and the Consultant shall during the continuance of his/her association
with the Company usehis/herbesteffortstopreventtheunauthorizedpublicationor
misuse of any Confidential Information; provided however that Confidential
Information shall not include any information known generally to the public (other
than as a result of unauthorized disclosure by the Consultant).
I t is clarifiedthattheConsultantshallinnomannerwhatsoeverusetheConfidential
Information for his/her own purposes or for any purpose other than that of the
Companyoranyaffiliatedcompany.Therestrictionshallnotapplytoanydisclosure
approved by the Company and shall cease to apply to information or knowledge
which may come into the public domain.
3.4 he Consultant shall not make any copies of such Confidential Information of the
T
Company unless the same are required for performance of Services and/or as
approved by the Company. The Consultant further undertakes that he/she shall not
reverse engineer, circumvent, or attempt to derive the composition or underlying
information of such Confidential Information at any time during the Term of this
Agreement and thereafter.
3.5 he Consultant agrees to safeguard the disclosed Confidential Informationbyusing
T
reasonable efforts, consistent with those used in the protection of his/her own
confidentialorproprietaryinformationofasimilarnature,topreventitsdisclosureto
others.
3.6 ll documents, records, data and physical property, whether or not pertaining to
A
ConfidentialInformation,whicharefurnishedtotheConsultantbytheCompanyand
its affiliates/subsidiaries or are produced by the Consultant in connection with the
performance of the Services will remain the sole property of the Company. The
Consultant will return or destroy and certify as destroyed, to the Company allsuch
materials and property, including any material or medium from which any
ConfidentialInformationmaybeascertainedorderived,asandwhenrequestedbythe
Company. In any event, the Consultant will return all such materials and property
immediately upon the termination of thisAgreementforanyreason.TheConsultant
will not retain any such material orpropertyoranycopies,compilationsoranalysis
thereof after such termination.
3.7 he Consultant shall acquire the prior written consent of the Company for any
T
publication or interviews or public appearances whichaffectthefieldofbusinessof
the Company.
3.8 ithoutlimitingtherightsoftheCompanyandtheiraffiliates,inrespectofabreach
W
of this Clause, the Consultant shall:
i. p romptly notify the Company of any unauthorized possession, use or
knowledge, or attempt thereof, of the Confidential Information by any other
person, that may become known to the Consultant;
ii. p romptly furnish to the Company full details in its possession, of the
unauthorized possession, use orknowledge,orattemptthereof,andassistthe
Company in investigating or preventing the recurrence of any unauthorized
possession, use or knowledge, or attempt thereof, of the Confidential
Information;
iii. c ooperate with the Company in any litigation and investigation againstthird
parties deemed necessary by the Company toprotecttheirproprietaryrights;
and
iv. p romptly use his/her best efforts to prevent a recurrence of any such
unauthorizedpossession,useorknowledge,orattemptthereof,ofConfidential
Information.
3.9 he Consultant hereby represents and warrants that the performance of his/her
T
obligations under this Agreement will not breach any agreement to maintain in
confidence proprietaryinformationacquiredbytheConsultantpriortooroutsidethe
scopeofhis/herassociationwiththeCompany.TheConsultantcovenantsthathe/she
will not disclose to the Company or its affiliates/subsidiaries, or use, or induce the
Company or any of its affiliates/subsidiaries to use, any proprietary information or
trade secrets of any third party at any time.
3.10 T
he Consultant shall offer all the protections specified hereinbefore to the
Confidential Information of the Client and shall ensuretheClientandtheCompany
are kept informed in the event of any accidental or compelled disclosure of any
ConfidentialInformationoftheClient.TheCompanyshallnotbeheldresponsiblefor
such
d isclosure by the Consultant and the Client may be justified in seeking appropriate
action against the Consultant in such instance.
3.11 This Clause shall survive the termination or expiry of this Agreement.
4.1 heConsultantacknowledgesthatanyandallcopyright,designs,patents,trademarks
T
and other intellectual property rights with respect to the Company and any other
materialprovidedbytheCompany,vestsolelyandexclusivelywiththeCompanyand
shallcontinuetobevestedexclusivelywiththeCompanythroughouttheTermofthis
Agreement, and in perpetuity thereafter, and nothing in this Agreement shall be
construed as transferring any ownership right, intellectual property or other
proprietary rights, or any intellectual property rights therein to the Consultant or to
any other third party whomsoever.
4.2 heConsultant,onthepriorwrittenconsentoftheCompany,mayusetheCompany’s
T
trademarks,tradenamesoranyothersymbols,butonlyforthepurposeofperforming
the Services within the scope of this Agreement.
4.3 he right to use the Company’s trademarks, trade names or symbols, as provided
T
herein above, shall cease immediately for the Consultant on the expiration or
termination for any reason, of this Agreement.
4.4 heConsultantherebyundertakesnottoinfringeupontheintellectualpropertyrights
T
held by the Company and further agrees and undertakes to keep the Company
informedincaseitbecomesawareofanythirdpartyinfringingupontherightsofthe
Company. In this regard, the Consultant agrees to provide necessary support and
assistance as required by the Company to defend its rights.
4.5 heConsultantexpresslyacknowledgesthattheServicesprovidedbytheConsultant
T
andperformedhereunderareona“workforhire”basisandtheownershipofallright,
title,andinterestinanycopyright,patent,trademark,tradesecretorotherproprietary
work, either in whole or part, arising out of the said Services shall vest in the
Company and the Consultant shall execute all appropriatedocuments,toperfectthe
Company’s title in the same including to grant to the Company an unrestricted,
royalty-freelicensetouse,practice,copyandcreatederivativesembodyinganyideas
incorporated therein.
4.6 llprotectionsaccordedtotheintellectualpropertyoftheCompanybytheConsultant
A
is to be accorded to the intellectual property of the Client as well. Any intellectual
property arising out of Services undertaken by the Consultant for the benefit ofthe
Clientshallbeconsidered“work-for-hire”andsuchshallbedeemedtobeintellectual
property of the Client and neither the Consultant nor the Company shall have any
legal claim over the same.
5.1 he Consultant represents and warrants that (i) he/she hasthecapacitytoenterinto
T
this Agreement; and (ii) the execution and delivery of this Agreement and the
promises, agreements or undertakings under this Agreement do not violateanylaw,
rule, regulation or order applicable to him/her and thatthereisneitheranycontract,
agreementnoranyunderstandingwithanyone,restrictingorpreventinghim/herfrom
entering into this Agreement or performing his/her obligations as set forth in this
Agreement.
5.3 he Consultant shall during the period of consultancy abide by all the rules and
T
regulations generally and specifically issued by the Company from time totimefor
the governance of the officers of the Company, including the Company policies,
procedures and guidelines of the Company, issued from time to time.
5.4 heConsultantshallnotatanytimeduringthetimeperiodofthisAgreement,door
T
sufferanyact,deedorthingswherebytheCompanymightorbecomeliabletosuffer
any loss or which might bring disrepute to the Company.
5.5 he Consultant shall keep confidential all trade secrets, finances, customers list,
T
vendors, dealings or information concerning the business of the Company learntby
him/her during the consultancy period, and shall not divulge or publishthesameto
any person for any reason whatsoever either during the period of consultancy or
thereafter. This restriction shall continue to apply till the information or knowledge
that comes within the public domain.
5.6 he Consultant shall market/promote the Company and its products in accordance
T
withthemarketingmaterialandinformationprovidedbytheCompany.Innomanner
whatsoevershalltheConsultantusehis/herownmarketingmaterialsunlessotherwise
approved by the Company, in writing.
5.7 he Consultant shall not make any representations regarding the business of the
T
Company without the prior written consent on the Company.
5.8 he Consultant represents that his/her performance of the provisions of this
T
Agreement shall not breach and/or constitute a breach of his/her obligations to any
other person and the Consultant hasnotandwillnotatanytimehereafterenterinto
any oral /written agreement in conflict with the provisions of this Agreement.
6.1 heConsultantagreesthatduringtheTermofthisAgreementandforaperiodoftwo
T
yearsfrom the date of termination of this Agreement:
e/she shall not attempt in any manner to solicit from any client/customer, except on
H
behalfoftheCompany,businessofthetypecarriedonbytheCompanyortopersuadeany
person,firmorentitywhichisaclient/customeroftheCompanytoceasedoingbusiness
ortoreducetheamountofbusinesswhichanysuchclient/customerhascustomarilydone
or might propose doing with the Company whether or not the relationship between the
Companyandsuchclient/customerwasoriginallyestablishedinwholeorinpartthrough
his efforts; or
i. e/sheshallnotemployorattempttoemployorassistanyoneelsetoemploy
H
any person who is in the employment of the Company at the time of the
allegedprohibitedconduct,orwasintheemploymentoftheCompanyatany
timeduringthepreceding12(twelve)months.Itbeingclarifiedandagreedby
the Consultant that if a customer, client or employee of the Company has
approached the Consultant (after the termination ofhisengagement)ontheir
own accord, then the Consultant will be under an obligation to inform the
Company about the same and to ensure he/she is not conflicting/competing
with the interest of the Company. If the Consultant fails to inform the
Company then it shall be assumed/deemed that the Consultant has solicited
client, customer and or the employee and the Company will be entitled to
initiate appropriate action against the Consultant; or
ii. He/she shall not initiate any new activities which couldbeincompetitionto
the Company’s existingbusinessactivitiesthroughanyvehicleotherthanthe
Company; or
iii. e/she shall not directly or indirectly, own, manage, operate, join, have an
H
interest in, control or participateintheownership,management,operationor
control of, or be otherwise connected in any such manner with, any
corporation, partnership, proprietorship, trust, estate, association or other
business entity whichdirectlyorindirectlyengagesanywhereintheworldin
the business which is in direct competition to the business of the Company
.
6.2 The Consultant acknowledges and agrees that the above restrictions are considered
reasonableforthelegitimateprotectionofthebusinessandthegoodwilloftheCompany,
butintheeventthatsuchrestrictionshallbefoundtobevoid,butwouldbevalidifsome
part thereof was deleted or the scope, period or area of application were reduced, the
aboverestrictionshallapplywiththedeletionofsuchwordsorsuchreductionofscope,
periodorareaofapplicationasmayberequiredtomaketherestrictionscontainedinthis
Clause valid and effective.
rovided however, that on the revocation, removal or diminution of the law or
P
provisions, as the case may be, by virtue of which the restrictions contained in this
Clause were limited as provided hereinabove, the original restrictions would stand
renewed and be effective to their originalextent,asiftheyhadnotbeenlimitedbythe
law or provisions revoked.
7. PRIOR AGREEMENTS
7.2 I ncasetheConsultantisapartytoanagreementcontaininganon-competitionclause
oranyotherrestrictionsasmentionedabove,he/sheshallsolelyberesponsibleforall
the consequences in this regard. It is agreed by the Consultant that he/she will
indemnify the Company for the same.
8. INDEMNIFICATION
8.1 heConsultantshallindemnifyandkeepindemnifiedandholdtheCompany,andits
T
directors and employees harmless from any loss that any Indemnified Person has
incurred as a result of the breach of the provisions of this Agreement or the
performance or non-performance of the Services by the Consultant under this
Agreementincludingbutnotlimitedtoanybreachofthirdpartyintellectualproperty
rights.
8.2 he Consultant acknowledges that a breach of this Agreement may result in
T
irreparableinjurytotheCompanyforwhichmonetarydamagesalonewouldnotbean
adequate remedy. Therefore, the Consultant agrees that in the event of a breach or
threatened breach of the Consultant’s obligations hereunder, the Company shall be
entitled to specific performance and injunctive or other equitable reliefasaremedy
for any such breach or anticipated breach without the necessity of posting security.
Any such relief shall be in addition to and not in lieu of monetary damages.
8.3 he indemnity under this Clause shall survive the expiration or termination of this
T
Agreement.
9. TERM AND TERMINATION
9.1 erm:ThisAgreementshallcommenceontheEffectiveDateandshallcontinuefora
T
period of 1 (one) year and thereafter shall be automatically renewedthereafterona
yearly basis, unless terminated earlier by the Company by providingapriorwritten
notice of 3 (three) months to the Consultant.
9.2 ermination for breach: The Company may terminate this Agreement if the
T
Consultantcommitsabreachofanyofhisobligationshereunderandfailstocuresuch
breach within 7 (seven) days after receipt of notice of such breach.
9.3 ermination on death/disability: This Agreement shall automatically terminate upon
T
(i)deathoftheConsultantor(ii)disabilityoftheConsultant(arisingfromaccidentor
mental/physical illness) due to which, in the opinion of the Company based on the
report submitted by a licensed medical practitionerofgoodstanding,theConsultant
will be unable to perform and carry out the Services.
9.4 onsequences of termination: Upon termination of this Agreement, the Consultant
C
shall:
i. immediatelyceasetoprovideServices.However,Consultantshallberequired
to complete all Services that he had initiated prior to the termination;
ii. immediately return to the Company, all the assets and property of the
Company, including any laptop, access badges, documents, files, books,
papers and memos in the Consultant’s possession or custody;
iii. return or destroy and certify as destroyed all Confidential Information and
marketing materials of the Company in its possession,alongwithallcopies,
transcriptions,translations,otherduplicationsorderivationsthereof,contained
on or in any media, electronic or otherwise, as may be required by the
Company.
10. DISPUTE RESOLUTION
10.1 ediation: In case of any dispute between the Parties in connection with this
M
Agreementortheinterpretationofanyofthetermsand/orconditionscontainedinthis
Agreement, the dispute shall be referred to private Mediation by a sole mediator
accreditedorcertifiedbytheHighCourtofKarnatakaandappointedmutuallybythe
Parties. If the Parties are unable to resolve the dispute through mediationwithin30
(thirty) days from the date of referral and after attending at least two sessions of
Mediation, then the Parties may urge the dispute further.
10.2 rbitration:IntheeventoffailuretoresolvethedisputethroughMediationassetout
A
above, the Parties shall be at liberty to refer the same for arbitration by a sole
arbitrator to be appointed by the Company. Such arbitration shall be conducted in
accordance with the Arbitration and Conciliation Act, 1996, as amended by the
Arbitration and Conciliation(Amendment)Act,2015oranystatutoryamendmentor
re-enactment thereof for the time being in force.
10.3 anguageandVenue:ThemediationorarbitrationshallbeconductedinEnglishand
L
the venue for the same shall be in Bangalore, India.
10.4 J urisdiction: Subject to the foregoing, the courts at Bangalore City shall have
exclusive jurisdiction.
11. GENERAL PROVISIONS
11.1 ntireAgreement:ThisAgreementalongwithAnnexuresheretoconstitutestheentire
E
agreement between the Parties and cancels and supersedes all prior agreements,
arrangementsandunderstandingsinrespectofengagementoftheConsultantwiththe
Company.NoagreementoramendmenttothisAgreementhereaftermadebetweenthe
Parties shall be binding on either Party unless reduced to writing andsignedbythe
Parties.
11.2 aiver:IfatanytimeanyPartywaivesanyrightaccruingtoit,duetobreachofany
W
oftheprovisionsofthisAgreement,suchwaivershallnotbeconstruedascontinuing
waiver of other breaches of the same kind or other provisions of this Agreement.
None of the terms and conditions of this Agreement shall be deemed to have been
waived or altered, unless such waiveroralterationisinwritingandissignedbythe
Parties.
11.3 ssignment:TheConsultantshallnotassign,eitherinwholeorpart,thisAgreement
A
or any of the rights under it to any third party or person without the prior written
consent of the Company.
11.4 everability:IfoneormoreprovisionsofthisAgreementareheldtobeunenforceable
S
underapplicablelaw,thePartiesagreetorenegotiatesuchprovisioningoodfaith.In
the event the Partiescannotreachamutuallyagreeableandenforceablereplacement
forsuchprovision,then(i)suchprovisionshallbeexcludedfromthisAgreement,(ii)
the balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
11.5 otice:AllnoticesandcommunicationsunderthisAgreementmaybemadebymail,
N
telephone(withwrittenconfirmation),electronically,orbyanyothermeansaccepted
by both Parties, and should be sent to the addresses stated at the beginning of this
Agreement. All notices shall be in English language.
\
11.6 elationship: The Consultant is an independent contractor and upon termination,
R
determinationorexpiryofthisAgreementbyeffluxoftimeshallnotconstituteunfair
dismissal nor shall the Consultant be entitled to the payment of any compensation,
redundancy payments or otherwise upon the occurrence of the same. Further, the
Consultant hereby irrevocably undertakes that he shall not at any point in time,
whether during the existence of this Agreement or at any timethereafter,makeany
claimagainsttheCompanyseekingthebenefitsthattheCompanymayinthenormal
courseprovidetoitsownemployees.NothinginthisAgreementistobeconstruedto
makeeitherPartyapartner,anagentorlegalrepresentativeoftheotherPartyforany
purpose.NeitherPartyhasanyrightorauthoritytoacceptanyserviceofprocessorto
receive any notices on behalf of the other Party or to enter into any commitments,
undertakings, or agreements purporting to obligate the other Partyinanyway,orto
amend, modify or vary any existing agreements to which the other Party may be a
party.
I N WITNESS WHEREOF, the Parties hereto have executedthis Agreement on the day and
the year herein above first written.
Signature: Signature:
Annexure A
Annexure A
Employee Name Rajeswari Kalathy
Fixed CTC 320,000
Components of
S.No Salary Per Month Per Annum
1 Basic Salary 13,333 160,000
2 HRA 5,333 64,000
3 Conveyance 1,600 19,200
4 Medical Allowance 1,250 15,000
5 Telephone Allowance 1,000 12,000
6 Special Allowance 4,150 49,800
Gross Salary 26,667 320,000
Deductions
F
P 0 0
Professional Tax 200 2,400
TDS *As per the tax slab
G Total CTC 320,000
Scope of Services
● C onceptualizing brand ideas, particularly emphasizing art and design elements as per
the company timeline.
● Emphasizing to create at-least four pitches a month.
● Generating innovative concepts geared towards pitching for new business
opportunities from a creative standpoint within a mutual time frame.
● Visual and artistic strategies tailored to attract and engage potential clients within the
generated TAT.
● The scope also encompasses developing presentations, proposals, and materials that
showcase the creative prowess and value proposition of the brand concepts being
pitched as in when it is required.