Agreement Paper

CONSULTANCY AGREEMENT

THIS AGREEMENT is made the

day of

2003

BETWEEN
Febron Online Services (P) Ltd. of Shillong (the ISP)
AND Mr. Shovon Chakraborty & Mr. Raja Bau Roy of Ulubari, Guwahati 781007, (the
Consultant)
RECITALS:
A.

The Consultant has represented that it has the requisite experience and skills to provide
the Consultancy Services at the Premises as defined in the Schedule of this Agreement.

B.

The Consultant has fully informed itself of all aspects of the Consultancy Services
required to be performed and agrees to undertake these Services in accordance with the
terms and conditions of this Agreement and in consideration of the fees specified in the
Schedule of this Agreement.

C.

The ISP has agreed to accept the Consultants offer to provide the Consultancy Services
on the terms and conditions contained herein.

IT IS AGREED AS FOLLOWS:
1

Consultancy Services
The Consultant shall perform the Consultancy Services at the times and in the manner
specified in this Agreement with due care, skill and judgement in accordance with the
highest professional standards to the satisfaction of the ISP.

Payment
2.1

Subject to clause 1, the ISP shall pay the Consultant the fees specified in this
Agreement at the times specified.

2.2

The Consultant shall submit invoices for amounts payable and the ISP
undertakes to pay such amounts at the specified time as mentioned in the
agreement.

Confidential Information
3.1

All confidential information obtained by the Consultant from the ISP in the course
of performing the Consultancy Services shall be treated as confidential and shall
not be disclosed to any third party.

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3.2

Where the Consultant is provided access to business information or other

information that the ISP collects, uses or discloses for particular purposes, or
such information is collected, used or disclosed by the Consultant as an agent
for the ISP to be used only for particular purposes, all conduct by the Consultant
in relation to the business information and other confidential information must be
consistent with the ISP Privacy Policy and other information/ policies as
prescribed by the ISP.

ISP Premises
The Consultant must, when using the ISPs premises or facilities, comply with all ISP
statutes, regulations, and procedures and, in addition any laws, directions and
procedures relating to occupational health and safety and security.

Intellectual Property
5.1

Unless otherwise agreed between the parties, Intellectual Property in all material
developed or produced under this Agreement shall vest with the Consultant.

5.2

The Consultant warrants that all material developed or produced under this
Agreement will be original and to the best of its knowledge the material will not be
defamatory or breach any confidentiality or undertaking.

5.3

The technical know-how or other softwares, scripts etc. delivered to the ISP by
the Consultant as per the Agreement will be proprietary and the ISP shall not
have any rights to resell or divulge any such material to any third party without the
prior written approval of the Consultant.

Indemnity
6.1

The Consultant shall indemnify and keep indemnified the ISP from and against
any loss, costs, expenses, demands or liability whether direct or indirect arising
out of or in any way connected to any act, neglect or default of the Consultant in
the performance or purported performance or non performance of this
Agreement.

Consultants Status
7.1

This Agreement shall not create any agency, employer-employee relationship or a

partnership of any kind whatsoever. The Consultant is an independent contractor
and neither the Consultant nor the Consultants employees shall be agents or
employees of the ISP by virtue of this Agreement.

7.2

The Consultant shall not represent or hold itself out to any third party that it acts
as agent, employee or partner of the ISP.

Termination
8.1

Should the Consultant fail to deliver the Consultancy Services required, or

otherwise be in breach of this Agreement and the ISP notifies the Consultant of
such failure to deliver or breach, the ISP may terminate this Agreement by fifteen
(15) days notice in writing to the Consultant if the failure to deliver or breach is
not remedied immediately by the Consultant.

8.2

If the ISP fails to make payment within the stipulated time period to the
Consultant, then the Consultant has the right to terminate the Agreement by
giving fifteen (15) days written notice and take back all the softwares, scripts or
any other such configurations. In addition, the Consultant has a right to charge
interest @ 18% per annum on the sum accrued.

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8.3
9

In the event that the Agreement is terminated under this clause the ISP shall pay
the Consultant for services rendered before the effective day of termination.

Equal Opportunity
The ISP is committed to providing an environment in which students, staff and
consultants enjoy a discrimination-free and harassment-free work/study environment.
The Consultant warrants that they are familiar with the applicable laws, and have read
and understood the ISP policies with respect to unlawful discrimination and harassment
and will accept all liability in the instance of any discriminatory claim brought against the
ISP as a direct or indirect result of their actions or conduct.

10

11

Declaration
10.1

The Consultant acknowledges and confirms that it has read the information set
out in the Appendix.

11.2

The ISP acknowledges and confirms that it has read the information set out in the
Appendix.

Notices
All notices required to be given under this Agreement shall be in writing sent to the
address and party as set out in the schedule. Any notice may be delivered by post or
facsimile.

12

General
12.1

This Agreement constitutes the entire agreement between the parties and may
only be varied by the further written agreement of the parties.

12.2

This Agreement shall be governed by the laws of Govt. of India.

12.3

The Consultant shall not sub-contract or assign the performance of any part of
the Consultancy Services without the prior written consent of the ISP.

12.4

If a party to this Agreement consists of more than one person those persons shall
be jointly and severally bound under this Agreement.

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EXECUTED AS AN AGREEMENT

SIGNED for and on behalf of

Febron Online Services (P) Ltd.
in the presence of:

)
)
)

.
Signature
..
Print Name

...
Witness Signature
..
Print Name

Date:

SIGNED for and on behalf of

)
the CONSULTANT in the presence of: )
..
Signature
.
Print Name
..
Signature
..
Print Name

Witness Signature

Print Name

Date:

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SCHEDULE
CONSULTANCY SERVICES
The Consultant has agreed to provide the following services (the Consultancy
Services)
Sl.
No.
1.
2.

Job Breakup of Consultancy Service

3.

Consultancy Services
Consultancy towards usage of technology
for daily operational needs of the ISP
Consultancy towards the strategy making of
business process development,
Franchisee/Agent/Channel partner
development and appointment including the
legal formalities to be followed by the ISP
Consultancy towards making of strategy for
setting up the basic path for future changes
and up-gradation of technology and
technical requirements
Bandwidth Estimation
Designing of topology of user bandwidth
requirements.
Calculation of initial bandwidth
requirements
Setting up of milestone for bandwidth upgradation

1,25,000.00

4.

Technical Implementation
Transfer of technical configuration, methods
and details of different equipments, servers
etc.
Designing of the layout of network.
Transfer of configuration details and
methodology of different OS and other
Daemons
Initial Configuration of operation system ,
different software modules, routers etc.

45,000.00

5.
6.

Training
Supply of customized scripts, and software modules for
the purpose of user management

25,000.00
85,000.00

7.
8.

Website and its development

Mail Quota Server, Web based email deployment

12,000.00
5,000.00

Survey of the geographical area

Identification of requirement
Network requirement
Equipment requirement

TOTAL

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Consultancy Charges in
Rs.
30,000.00

3,27,000.00

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PREMISES

NOTICES
Consultants Address for Notices
..

Telephone:.
Facsimile:

ISPs Address for Notices:

Telephone:
Facsimile:.

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