Agreement on Terms & Conditions

This is an invitation from 3EA® as a corporate business group represents a Company registered under the Companies Act, 1956 and having its corporate offices at Singapore: 16 Collyer Quay #21-00, Income@Raffles, Singapore (049318) and Mumbai: 114, 1st Floor, Inspire Hub, Adani Western Heights, JP Rd, Andheri West, Mumbai, Maharashtra 400053 (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the meaning or context hereof, be deemed to include all permitted successors and assigns), for you to join our knowledge and resources sharing community through Global Network of Company. This is a venture to create value for business entities with true trouble-shooting advisory services with complete hand holding till the objective is met. We are sure that with your experience, knowledge, expertise and skills, 3EA® will add value in its Intellectual capital and overall ability to serve our clients with better ‘Know-How’.

This tie-up means following:

a. You will be a Freelancer under Global Network for 3RD EYE ADVISORY LTD, INDIA
b. Nature of this tie up is ‘Outsourcing’ and ‘Contractual’
c. We will pass/share time-bound assignments/projects to you and will ask for your interest and availability against honorarium stated by the client for that project.
d. Accepting the assignment will be your prerogative and will depend on your availability and willingness. There will be no compulsions to accept the same.
e. This tie-up will enable the Company to showcase profile of Service Provider on the website of the Company
f. This tie-up will enable the Company to utilize profile of Service Provider as a marketing collateral by the Company
1. Term

a. It is understood and agreed that the first twelve months’ days of service shall constitute the term of this agreement, during which period the Company may, in its absolute discretion, terminate the Service Provider’s service, without assigning any reasons and without notice or cause.
b. After the end of the Term Period, this Agreement may be terminated in accordance with Clause 11 of this Agreement.

2. Performance of Duties

a. The Service Provider agrees that during the Service Period, he shall devote his full business time to the business affairs of the Company and shall perform the duties assigned to him/her faithfully and efficiently, and shall endeavor, to the best of his abilities to achieve the goals and adhere to the parameters set by the Company.
b. The Service Provider shall be responsible for:
• Brand building and Media relations,
• Expansion of the Company,
• Execution of Business Plan of the Company.

3. Compensation

Subject to the following provisions of this Agreement, during the Service Period, the Service Provider shall be compensated for his services as follows:
a. The Service Provider shall receive the compensation on project basis as honorarium, against defined deliverables of the Company, payable on a monthly basis, as per the convenience of the Company. Such payments shall be subject to such normal statutory deductions by the Company.
b. During the term of this Agreement, the Service Provider’s salary shall be paid by means of bank transfer, cheque, or any other method convenient to the Company, and consented to by the Service Provider.

4. Obligations of the Service Provider

a. Upon execution of agreement, the Service Provider shall not engage in any sort of theft, fraud, misrepresentation or any other illegal act neither in the service space nor outside the premise of service. If he shall do so, the Company shall not be liable for such an act done at his own risk.
b. The Service Provider further promises to never engage in any theft of the Company’s property or attempt to defraud the Company in any manner.
c. The Service Provider shall always ensure that his conduct is in accordance with all the rules, regulations and policies of the Company as notified from time to time.
d. The Service Provider shall always ensure that his conduct is in accordance with all the rules, regulations and policies of the Company as notified from time to time.
e. The Company hereby prohibits the Service Provider from engaging in any sexual harassment and the Service Provider promises to refrain from any form of sexual harassment during the course of service in and around the premise of service. If the Service Provider violates this term in the agreement, he shall be fully responsible for his actions and the Company shall not be held responsible for any illegal acts committed at the discretion of the Service Provider.
f. The service provider is serving as an independent entity in providing the Services. Under this Agreement, the Service Provider is neither an employee nor a partner of the Company.

5. Assignment

a. The Service Provider acknowledges that any work including without limitation inventions, designs, ideas, concepts, drawings, working notes, artistic works that the Service Provider may individually or jointly conceive or develop during the term of Service are “works made for hire” and to the fullest extent permitted by law, Service Provider shall assign, and does hereby assign, to the Company all of Service Provider’s right, title and interest in and to all Intellectual Property improved, developed, discovered or written in such works.
b. Service Provider shall, upon request of the Company, execute, acknowledge, deliver and file any and all documents necessary or useful to vest in the Company all of Service Provider’s right, title and interest in and to all such matters.

6. Competing Businesses

During the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, the Service Provider agrees not to engage in any service, consulting, or other activity involving similar business that competes with the business, proposed business or business interests of the Company, without the Company’s prior written consent.

7. Confidentiality

a. The Service Provider acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with confidential information concerning the present and contemplated financial status and activities of the Company, the disclosure of any of which confidential information to the competitors of the Company would be highly detrimental to the interests of the Company.
b. The Service Provider further acknowledges and agrees that the right to maintain the confidentiality of trade secrets, source code, website information, business plans or client information or other confidential or proprietary information, for the purpose of enabling the other party such information constitutes a proprietary right which the Company is entitled to protect.
c. Accordingly, the Service Provider covenants and agrees with the Company that he will not, under any circumstance during the continuance of this agreement, disclose any such confidential information to any person, firm or corporation, nor shall he use the same, except as required in the normal course of his engagement hereunder, and even after the termination of service, he shall not disclose or make use of the same or cause any of confidential information to be disclosed in any manner.
d. The Company owns any intellectual property created by the Service Provider during the course of the service, or in relation to a certain field, and he shall thereon have all the necessary rights to retain it. After termination of service, Service Provider shall not impose any rights on the intellectual property created.

8. Remedies

If at any time the Service Provider violates to a material extent any of the covenants or agreements set forth in paragraphs 4 and 6, the Company shall have the right to terminate all of its obligations to make further payments under this Agreement. The Service Provider acknowledges that the Company would be irreparably injured by a violation of paragraph 4 or 6 and agrees that the Company shall be entitled to an injunction restraining the Service Provider from any actual or threatened breach of paragraph 4 or 6 or to any other appropriate equitable remedy without any bond or other security being required.

9. Amendment and Termination

a. The Service Provider may terminate his service at any time by providing the Company with at least two months’ advance notice of his intention to discontinue.
b. The Service Provider may terminate on the last day of the month in which the date of the Service Provider’s death occurs; or the date on which the Company gives notice to the Service Provider if such termination is for Cause or Disability.
c. For purposes of this Agreement, “Cause” means the Service Provider’s gross misconduct towards the client resulting in damage to the Company, willful insubordination or disobedience, theft, fraud or dishonesty, willful damage or loss of Company’s name, bribery, or any other willful and material breach of this Agreement.

10. Restrictive Covenant

Following the termination of service of the Service Provider by the Company, with or without cause, or the voluntary withdrawal by the Service Provider from the Company, the Service Provider shall, for a period of three years following the said termination or voluntary withdrawal, refrain from either directly or indirectly soliciting or attempting to solicit the business of any client or customer of the Company for his own benefit or that of any third person or organization, and shall refrain from either directly or indirectly attempting to obtain the withdrawal from the service by the Company of any other Service Provider of the Company having regard to the same geographic and temporal restrictions. The Service Provider shall not directly or indirectly divulge any financial information relating to the Company or any of its affiliates or clients to any person whatsoever.

11. Non-Assignment

The interests of the Service Provider under this Agreement are not subject to the claims of his creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered.

12. Modification

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

13. Severability

Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this agreement.

14. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of India for the adjudication of any dispute hereunder or in connection herewith.