Outsourced Consulting Agmt v1

7/31/2019 Outsourced Consulting Agmt v1

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TECHNOLOGY CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the Agreement ), dated January _____,2012, is made by and between INDIAN SERVICE PROVIDER, LLC, a CompanyIncorporated in India (the Consultant) and SJ Innovation, LLC a New York Limited

Liability Company (the Company). The Consultant and the Company shall hereafter bereferred to individually as a Party and collectively as the Parties.

WHEREAS, Consultant has extensive background in internet marketing, softwaredevelopment, SEO, and public relations consulting;

WHEREAS, Company desires to engage Consultant to provide public relations andstrategic marketing services to the company subject to the conditions set forth herein; and

WHEREAS, Company desires to engage Consultant to provide the services in hisarea of knowledge and expertise on the terms and subject to the conditions set forth herein;

and

NOW, THEREFORE, in consideration for those services Consultant agrees toprovide to the Company, the Parties agree as follows:

1. Services of Consultant.

Consultant agrees to perform for Company the Services defined below during theterm of this Agreement, upon such terms and to the extent the parties agree from time totime. The nature of the Services to be provided shall include, but are not limited to (the

Services ):

(a) Identify catalysts and value propositions as they relate to the Companysgrowth strategy;

(b) Facilitate the communication of the Companys growth strategy to the(industry) community in general and to the target customer in particular;

(c) Undertake targeted marketing opportunities for the companies product/servicesuite;

(d) Consultant will provide the above stated advisory and consulting services to theCompany in conjunction with the development of the Companys marketing plan, businessplan and goals.

(e) Consultant will assist in the development of the Companys Facebook page aswell as with the acquisition of Facebook Fan likes;

(f) Consultant will advise on and implement strategy for maximizing the


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Companys exposure to, and penetration of, its target market, clients, and vendors.

(g) To the extent necessary, Consultant may engage employees, members orassociated personnel on a full or part-time basis (Independent Contractors) on behalf ofthe Company to fulfill the obligations of this Agreement. The Independent Contractors will

directly report to the Consultant and for purposes of satisfying the conditions herein shallbe considered one in the same.

2. Consideration.

In consideration for the Services rendered to the Company hereunder during theTerm (defined below) by Consultant and Consultants covenants hereunder, the Companyshall pay to Consultant compensation including:

Based on the Services discussed herein, the Consultant Consideration will be Three

Thousand Dollars ($3,000US). In the event that an Independent Contractor becomes apermanent employee of the Company, pursuant to this Agreement the Consultant shall beentitled to one months salary of the hired employee.

(use if compensation is a hourly and this also works for monthly fee as well)(_________) will be your point-person for media and marketing strategic consultingservices. The hourly rate of our senior professionals generally starts at $250.00 the hourlyrate of our associates start at $150.00 and any Independent Contractors deployed toCompany shall be billed out at a rate of $125.00. Consistent with our firms practice fornew engagements, we will require a $5,000.00 retainer which is due when you return thesigned copy of this Agreement to me. The retainer will be held in escrow and Companyshall replenish once billings reach 80% of the available retainer.

In the event that an Independent Contractor becomes a permanent employee of theCompany, pursuant to this Agreement the Consultant shall be entitled to one monthssalary of the hired employee.

In the event that an Independent Contractor becomes a permanent employee of theCompany, pursuant to this Agreement the Consultant shall be entitled to one monthssalary of the hired employee.

3. Covenant Not To Compete: Nonsolicitation; Proprietary Information;Confidentiality.

(a) During the term of this Agreement and (i) for a period of one (1) year after thetermination of this Agreement if terminated by Consultant, or (ii) for a period of one (1)year after the termination of this Agreement if terminated by the Company, Consultantshall not directly or indirectly solicit former employees, customers, prospects, or leadswhich Consultant solicited or knew of during the term of this Agreement for the purpose ofhiring them or any of their affiliated companies.


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(b) Consultant shall not, without the prior written consent of Company, directly orindirectly, use or, except as required by law, disclose or furnish to any person, company, orother entity at any time, both during and after the term of this Agreement, any ConfidentialInformation (as defined herein). "Confidential Information" means information not

generally known outside of Company and which relates to demographic data, marketingresearch methods, customer lists, call-back lists, lists or names of employees, unworkedleads, unsold leads, program summaries, narratives, sample contracts, sales kits, sales aids,trade secrets, and any other proprietary information of Company or any other association orentity for whom Consultant has acted or with respect to whom solicitation has been made.

(c) During the term of this Agreement and for a period of one (1) year after thetermination of this Agreement if terminated by Consultant or Company, Consultant shallnot, without the prior written consent of Company, directly or indirectly, engage,participate or invest as a partner, joint venturer, shareholder, employee, officer, director orotherwise, in any business which is competitive with the business conducted by Company

in any geographical territory in which Consultant has been working while engaged byCompany.

(d) The covenants set forth in this Paragraph 3 shall not be held invalid orunenforceable because of the scope of the territory or actions subject thereto or restrictedhereby or the period of time within which such covenants, respectively, are operative, butthe maximum territory and action subject to such covenants, and the period of time withinwhich such covenants, respectively, are enforceable, shall be subject to any determinationby a final judgment of any court which has jurisdiction over the parties and subject matter.

(e) Consultant acknowledges that Consultant's compliance with the provisions ofthis Paragraph 3 is necessary to protect both the existing goodwill and other proprietaryrights of Company and all goodwill and relationships that may be acquired or enhancedduring the course of Consultant's engagement, and all Confidential Information which maycome into existence or to which Consultant may have access during Consultant'sengagement, that Consultant will become conversant with certain of Companys affairs,operations, customers and Confidential Information and data by means of Consultant'sengagement, and that Consultant's failure to comply with the provisions of this Paragraph 3will result in irreparable and continuing damage to Company and to the business ofCompany for which there will be no adequate remedy at law.

4. Effective Date. This Agreement shall have an effective date of April 1, 2012 (the"Effective Date").

5. Miscellaneous.

(a) Entire Agreement; Amendments; and Waivers. This Agreement

constitutes the entire understanding and agreement among the parties hereto relative to thesubject matter hereof. Any amendments or waivers to the Agreement must be in writing,signed by each party hereto. The failure of any party hereto to enforce at any time any


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provision of this Agreement shall not be construed to be a waiver of the provision, nor inany way to affect the validity of this Agreement or any part hereof or the right of such partythereafter to enforce each and every such provision. No waiver of any breach of thisAgreement shall be held to constitute a wavier of any other or subsequent breach.

(b) Assignment. This Agreement shall not be assignable by either partywithout the prior written consent of the other party, except that without the prior writtenconsent of the other party:

(1) It may be assigned by Company to any person or entity acquiring all orsubstantially all of the assets thereof or to any other affiliate or subsidiary of Company; and

(2) It may be assigned by Consultant as to his right to payment, but not, exceptas otherwise described herein, as to any of his obligations hereunder.

(c) Governing Law; Submission to Jurisdiction. This Agreement shall be

governed by and construed under the laws of the state of India without reference to itsconflict of law principles. In the event of any conflicts between foreign law, rules, and

regulations, and Indian law, rules, and regulations, Indian law, rules, and regulations shall

prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction

of the courts located in New Delhi, India. The United Nations Convention on Contracts

for the International Sale of Goods and the Uniform Computer Information Transactions

Act shall not apply to this Agreement. A waiver of any default is not a waiver of any

subsequent default.

(d) Finance Charge. Invoices not paid on or before the due date will be

assessed a finance charge of the lesser of (i) the maximum allowable rate, or (ii) 1.5% permonth (18% per annum), on the unpaid invoice balance. In the event of a legal dispute, theprevailing party shall be entitled to reimbursement of its out of pocket legal fees.

(e) Notices. Any notices required by this Agreement shall be deemed to havebeen adequately given if delivered in person or sent by certified or registered mail to thereceiving party at its address shown below or such other address as may from time to timebe designated, in writing, to the other party:

To Consultant: Indian Corporation

To Company: SJ Innovation LLC244 5TH AVENUENEW YORK, NEW YORK, 10001Attention: Shahed Islam

Chief Operating Officer

(f) Successors and Assigns. The Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective heirs, administrators, successors and


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assigns.

(g) Partial Invalidity. In case any one or more of the provisions contained inthis Agreement shall for any reason be held to be invalid, illegal, or unenforceable in anyrespect, such invalidity, illegality, or unenforceability shall not affect any other provision

hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceableprovision had never been contained herein, unless the deletion of the provision ofprovisions would result in such a material change as to cause completion of the transactionscontemplated herein to be unreasonable.

IN WITNESS WHEREOF, the parties hereto have either individually or by their dulyauthorized officers executed and delivered these presents in duplicate effective the day andyear first above written.

Attest: SJ Innovation, LLCA New York Limited Liability Company

-------------------------------------- (Seal)By:Name:Title:

Attest: __________, Co.A Company Incorporated in India

-------------------------------------- (Seal)By:Name:Title:

Outsourced Consulting Agmt v1

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