Crisp Summary in simple language:- This Technical Consultancy Agreement (“Agreement”) is made at [•] on this [•] day of [•] (“Effective Date”) by and between:

(i) [], a company incorporated under the provisions of Companies Act, [1956/2013] and having its registered office at [•] acting through its authorized signatory [Mr. Insert Name], [Insert Designation] (hereinafter referred to as “Company” which term shall unless repugnant to the subject or context hereof mean and include its successors in interest and permitted assigns) of the First Part;

					AND

(ii) [], a company incorporated under the provisions of the Companies Act, [1956/2013] having its registered office at [], acting through its authorized signatory [Mr. Insert Name], [Insert Designation] (hereinafter referred to as “Consultant” which term shall unless repugnant to the subject or context hereof mean and include its successors in interest and permitted assigns) of the Second Part.

The Company and the Consultant are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS:

A. The Company is inter alia engaged in the business of is inter alia engaged in the business of development, construction, operation, and maintenance of solar power plants in India (“Business”).

B. The Company is desirous of appointing a consultant to provide the Services (as defined below) in relation to its Business.

C. The Consultant has represented that it has the relevant skill, know-how, qualifications, experience and expertise to provide the Services and the Company has based on the representations made by the Consultant agreed to appoint the Consultant as its consultant for providing the Services and the Consultant has agreed to render such Services, upon the terms and conditions set out hereinbelow.

D. The Parties have accordingly agreed to enter into this Agreement for the Term (as defined below), upon the terms and conditions set out herein below.

Simple language:-

TECHNICAL CONSULTANCY AGREEMENT

BETWEEN

[•]

AND

[•]

[To be executed on a non-judicial stamp paper of appropriate value]

TECHNICAL CONSULTANCY AGREEMENT

This Technical Consultancy Agreement (“Agreement”) is made at [•] on this [•] day of [•] (“Effective Date”) by and between:

(i) [], a company incorporated under the provisions of Companies Act, [1956/2013] and having its registered office at [•] acting through its authorized signatory [Mr. Insert Name], [Insert Designation] (hereinafter referred to as “Company” which term shall unless repugnant to the subject or context hereof mean and include its successors in interest and permitted assigns) of the First Part;

					AND

(ii) [], a company incorporated under the provisions of the Companies Act, [1956/2013] having its registered office at [], acting through its authorized signatory [Mr. Insert Name], [Insert Designation] (hereinafter referred to as “Consultant” which term shall unless repugnant to the subject or context hereof mean and include its successors in interest and permitted assigns) of the Second Part.

The Company and the Consultant are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS:

A. The Company is inter alia engaged in the business of is inter alia engaged in the business of development, construction, operation, and maintenance of solar power plants in India (“Business”).

B. The Company is desirous of appointing a consultant to provide the Services (as defined below) in relation to its Business.

C. The Consultant has represented that it has the relevant skill, know-how, qualifications, experience and expertise to provide the Services and the Company has based on the representations made by the Consultant agreed to appoint the Consultant as its consultant for providing the Services and the Consultant has agreed to render such Services, upon the terms and conditions set out hereinbelow.

D. The Parties have accordingly agreed to enter into this Agreement for the Term (as defined below), upon the terms and conditions set out herein below.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES, COVENANTS SET FORTH HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them:

“Affiliate” shall mean, in relation to either Party, a person who Controls, or is Controlled by, or is under the common Control with such Party. For the purposes of this Agreement, including this definition, the expression “Control” means, with respect to a person which is a company or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of such person or the power to direct the management and policies of such person, whether by operation of law or by contract or otherwise;

“Agreement” shall mean this technical consultancy agreement as may be amended from time to time and shall include all the annexures and schedules to this Agreement;

“Applicable Law” shall mean all local, state and federal ordinances, codes, rules, regulations, specifications and laws, policy, treaty, notifications, directions, directives, guidelines, requirements, licenses, rules of common law, orders, decrees, judgments, or any restriction or condition including any similar form of decision of, or determination, application or execution by, or interpretation or pronouncement having the force of law of, any Governmental Authority having jurisdiction over the matter in question, including without limitation labour laws, regulations and standards and safety codes as applicable to the Consultant in respect of the performance of the Services;

“Invoice” shall have the meaning ascribed to such term in Clause 5.6 below;

“Services” shall mean and include the services to be provided by the Consultant to Company at the Company’s site or place and as detailed in Schedule I attached hereto;

“Service Fee” shall have the meaning ascribed to such term in Clause 5.1 below;

“Term” shall have the meaning ascribed to such term in Clause 4.1 below.

1.2 INTERPRETATION

In this Agreement:

1.2.1 any reference to any statute or statutory provision shall include:

(i) all subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated); and

(ii) such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the execution date of this Agreement) to the extent such amendment, modification, re-enactment or consolidation applies to any transactions entered into under this Agreement and (to the extent liability thereunder may exist or can arise) shall include any past statutory provision (as from time to time amended, modified, re-enacted or consolidated) which the provision referred to has directly or indirectly replaced;

1.2.2 any reference to the singular shall include the plural and vice-versa;

1.2.3 any references to the masculine, the feminine and the neuter shall include each other;

1.2.4 any references to a “company” shall include a body corporate;

1.2.5 any reference to a document “in the agreed form” is to the form of the relevant document agreed between the Parties and for the purpose of identification initialed by each of them or on their behalf (in each case with such amendments as may be agreed by or on behalf of the Parties);

1.2.6 the recitals, annexure, exhibits and schedules of this Agreement form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include any recitals, exhibits, annexure and schedules to it. Any references to Clause and schedules or annexure, exhibits are to Clauses, of and schedules or annexure, exhibits to this Agreement. Any references to parts or paragraphs are, unless otherwise stated, references to parts or paragraphs of the schedule in which the reference appears;

1.2.7 references to this Agreement or any other document shall be construed as references to this Agreement or that other document as amended, varied, novated, supplemented or replaced from time to time;

1.2.8 the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (not merely the sub clause, paragraph or other provision) in which the expression occurs;

1.2.9 each of the representations and warranties provided in this Agreement is independent of other representations and warranties and unless the contrary is expressly stated, no Clause in this Agreement limits the extent or application of another Clause;

1.2.10 any reference to books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;

1.2.11 headings to Clauses, parts and paragraphs of schedules and schedules are for convenience only and do not affect the interpretation of this Agreement;

1.2.12 “in writing” includes any communication made by letter or e mail;

1.2.13 unless otherwise specified, any reference to a time of day is to India time;

1.2.14 the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

1.2.15 where a wider construction is possible, the words “other” and “otherwise" shall not be construed ejusdem generis with any foregoing words;

1.2.16 this Agreement is a joint draft product of the Parties and any rule of statutory interpretation interpreting agreements against a party primarily responsible for drafting the agreement shall not be applicable to this Agreement.

2. Engagement as Consultant

2.1 Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, with effect from the Effective Date as its consultant, to provide the Services hereto and as may be modified by the Company from time to time at its sole discretion, and the Consultant hereby accepts such engagement and agrees to provide the Services in accordance with the terms and conditions of this Agreement.

2.2 It is hereby acknowledged by the Consultant that the Company shall have the right to appoint any other consultant for providing the same or similar Services.

2.3 The Consultant will be expected to travel within India and overseas in relation to the work, including but not limited to for attending official meetings, undertaking assignments, etc., whenever required and as may be directed by the Company from time to time.

3. Provision of Services

3.1 Subject to the provisions of this Agreement, the Consultant shall be responsible to provide the services as described in Schedule I hereto (“Services”).

3.2 As a Consultant of the Company, the Consultant shall perform the Services and undertake its obligations hereunder, in accordance with best industry practices and business ethics, generally accepted professional standards and practices, the standards prescribed by the Company from time to time, and shall observe sound management practices. The Consultant shall at all times while undertaking or performing the Services adhere to and comply with all Applicable Laws, as may be in-force at such time.

3.3 The Company shall appropriately authorize, from time to time, the Consultant to enable the Consultant to provide the Services in terms hereof. The authorizations shall duly authorize the Consultant to [represent the Company, issue instructions on behalf of the Company, as envisaged herein and to] generally undertake such activities as may be required to be taken by the Consultant to render the Services. The Consultant shall at all times act within the authorizations and powers delegated to him/her under this Agreement.

3.4 The Consultant shall, at all times during the Term of this Agreement, report to and work under the direct supervision of the [•], of the Company. The Company shall have the right to nominate, from time to time, other individual or individuals to whom the Consultant shall be obliged to report in addition to [•].

3.5 The Consultant shall be solely responsible for discharge of its obligations hereunder and for providing the Services. The Consultant shall be solely responsible for working in proper coordination and harmony with the management of the Company.

3.6 The Consultant shall always act with diligence and exercise reasonable care and skill and shall, in normal circumstances, take action in accordance with prior instructions received from [•] of the Company. However, in case of an emergency or urgency where instructions cannot be obtained immediately, the Consultant will act in the circumstances in the best interests of the Company and will thereafter as soon as practical inform the Company of the action taken.

3.7 [The Consultant hereby agrees and acknowledges that the Services to be rendered by the Consultant shall only be on a project to project basis as maybe determined by the Company from time to time.]

4. Term

4.1 This Agreement shall come into effect from [●] i.e. the Effective Date and shall remain in force unless terminated in accordance with Clause 12 of this Agreement (“Term”) .

5. Service Fee and Reimbursements

5.1 For the Services to be rendered by the Consultant under the terms of this Agreement, the Company shall pay to the Consultant a service fee during the Term of this Agreement in the manner specified in Schedule II (“Service Fees”).

5.2 All taxes payable on the Service Fees, including income tax, service tax, shall be solely borne by the Consultant and the Company shall have no liabilities, whatsoever, in this respect.

5.3 All out of pocket expenses incurred by the Consultant in provision of the Services in accordance with the terms and conditions of this Agreement, shall be reimbursed by the Company at actual (“Reimbursements”), provided that the Consultant shall obtain the Company’s prior written approval for incurring such expenses.

5.4 The Service Fees shall be as per timelines specified in Schedule II. The Reimbursements incurred in any calendar month shall be paid by the Company to the Consultant along with the Service Fees in the following calendar month.

5.5 The Consultant agrees, recognizes and acknowledges that it has been engaged by the Company only in the capacity of a Consultant and nothing contained in this Agreement shall be deemed to construe the Consultant as an employee of the Company. The Consultant further agrees and acknowledges that other than the Service Fees and Reimbursements as specified in Clause 5.1 and Clause 5.3 above, the Consultant will not be entitled to any employment benefits and statutory benefits under the Applicable Laws of India.

5.6 The Consultant shall raise an invoice on the Company in accordance with the timelines and terms specified in Schedule II (“Invoice”). The Company shall be liable to make payment against undisputed Invoices within a period of 30 (thirty) days from the date of receipt of the Invoice.

6. Representations and Warranties

6.1 The Consultant hereby represents and warrants to the Company as follows:

(i) it has the relevant skill, know-how, qualifications, experience and expertise to provide the Services in accordance with the terms of this Agreement;

(ii) it has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary action to execute, deliver and perform his/her obligations under this Agreement;

(iii) this Agreement has been duly executed and delivered by it and constitutes it legal valid and binding obligations, enforceable against it in accordance with its terms;

(iv) the execution, delivery and performance by it of this Agreement and the acts and transactions contemplated hereby do not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any consent under or result in a breach of or default under:

	(a)	any Applicable Law; or

	(b)	any order, judgment or decree applicable to it; or

(c) any term, condition, covenant, undertaking, agreement or other instrument to which it is a party or by which it is bound;

(v) that it will comply with all Applicable Laws, regulatory requirements and standards in connection with the performance of his/her obligations under this Agreement, and will not do or permit anything to be done which might cause or otherwise result in a breach of this Agreement or cause any detriment to the transactions herein envisaged.

6.2 The Company hereby represents and warrants to the Consultant as follows:

(i) it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

(ii) the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly and validly authorised by all necessary corporate actions on the part of it. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms.

7. Non-Solicitation Obligations

7.1 Non-Solicitation

The Consultant covenants, undertakes and agrees that during the Term of this Agreement, and for a period of 36 (Thirty Six) months thereafter, it will not, except with the prior written consent of the Company, directly or indirectly:

(i) attempt in any manner to solicit business from: (a) any current or potential client including members of the Business program of the Company or of the Company, Affiliates, business divisions or (b) any firm, association or corporation or other entity, which the Consultant contacted or otherwise dealt with on behalf of the Company; or

(ii) attempt to persuade any person, firm or entity, which is a current or potential client of the Company to cease doing business or to reduce the amount of business which any such client has customarily done or might propose to do with the Company, Affiliates, business divisions; or

(iii) employ, solicit, incite, canvass or attempt to employ or assist anyone else to employ any person who is in the employment of the Company, subsidiaries, divisions, or Affiliates (including any person who was an employee at any time during the preceding one year). Further, the Consultant shall not solicit, incite or in any other way encourage other consultants of the Company, its parent, subsidiaries, divisions, or Affiliates to terminate their respective contracts of employment with the Company.

7.2 The Consultant acknowledges and agrees that the covenants and obligations as set forth above in Clause 7.1 relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury. Therefore, the Consultant agrees that the Company shall be entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Consultant from committing any violation of the covenants and obligations contained in the Clauses mentioned herein. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Company may have at law or in equity.

7.3 The Consultant acknowledges and agrees that Clause 7.1 hereof constitute entirely separate and independent provisions and that the duration, extent and application of each such Clause is no greater than is necessary for the protection of the legitimate interests of the Company.

8. Confidentiality

8.1 The Consultant shall not reveal to any person any Confidential Information (as defined below) concerning the organization, business including the Business, strategy, client, operations, finances, technology, transactions or affairs of the Company or any of its group companies or related entities or the operations and functioning of the Company, which may come to its knowledge during the Term of this Agreement. The Consultant shall keep complete secrecy of all such Confidential Information entrusted to its and shall not disclose any such information in any manner to any third party.

8.2 Notwithstanding such termination, the obligations of the Consultant concerning the Confidential Information shall survive expiry or termination of this Agreement without limit in point of time.

8.3 “Confidential Information” as is used in this Agreement shall mean information, documents and other communications of a confidential nature (whether written or oral or presented, stored or maintained by electronic, magnetic or other means or devices or through any other form or medium or which has come to the knowledge of the Consultant and regardless of whether it is specifically marked or identified as confidential), and is not generally known in the industry or to competitors of the Company, and includes, but is not limited to, business information, specifications, research, software, trade secrets, discoveries, ideas, know-how, flow charts, data, computer programs, marketing plans, customer names, budget figures, and other technical financial and business information concerning, disclosed or provided, whether prior to the execution of this Agreement or thereafter, whether prepared by the Consultant or a third party indirectly, together with all analyses, compilations, studies or other documents prepared by the Consultant that contain or are based on any information, document or material furnished by the Company.

8.4 In the event the Consultant has any doubt or confusion about the confidential nature of any information, it is hereby clarified that all such information shall also be deemed to be “Confidential Information”.

8.5 The Consultant shall not during the continuance of this Agreement make otherwise than for the benefit of the Company, any records, notes or memoranda relating to any matter within the scope of business of the Company or concerning any of its dealings or affairs nor shall the Consultant, either during the continuance of this Agreement or afterwards use or permit to be used any such records, notes or memoranda otherwise than for the benefit of the Company. Upon termination of this Agreement, the Consultant shall forthwith return all Confidential Information, Company’s Property (as defined below), assets, documents, and business records of the Company in its possession or otherwise acquired during the Term of this Agreement and copies thereof. The Consultant shall have no right of retention of any Confidential Information or the Company’s Property (as defined below), assets or documents of the Company.

9. Acknowledgement by the Consultant

9.1 The Consultant agrees, recognizes and acknowledges that:

         (i)	it has been provided with a copy of this Agreement for review prior to signing it, that it has reviewed it and that it understands the terms, purposes and effects of this Agreement, and that he/she has signed the same only after having had the opportunity to seek clarifications; that it has been given a signed copy of this Agreement for it own records; 

        (ii)	it has not been subjected to duress or undue influence of any kind to execute this Agreement and this Agreement will not impose an undue hardship upon the Consultant;

        (iii)	it has executed this Agreement of its own free will; 

        (iv)	if it contravenes any of the material terms of this Agreement, the Company will suffer irreparable injury and damages, the amount of which cannot be adequately measured in monetary terms and that an adequate remedy at law will not exist and in view of this, the Company shall be entitled to injunctive relief, in addition to any other remedy available at law or in equity, in the event the Consultant violates any of the terms or conditions of this Agreement.

9.2 All work products developed by the Consultant shall be deemed “work made for hire”, the Consultant shall have no proprietary interest or claim in or to any work product developed by the Consultant pursuant to this Agreement. The Consultant hereby assigns and agrees to assign to the Company, its successors, assignees, or nominees, Consultant's right, title and interest, if any, in any trade secrets, trademarks, copyrights, or other proprietary information embodied in or relating to Consultant’s work product under this Agreement.

10. Intellectual Property

10.1 The Consultant acknowledges and agrees that the “Consultant’s Contribution” (as defined below) to the Business as well as any portion thereof shall be the sole property of the Company from date of creation thereof and shall be returned to the Company as and when required by the Company and in any case prior to the termination of this Agreement.

“Consultant’s Contribution” as is used in this Agreement shall mean “Intellectual Property” or parts thereof, conceived, developed, or otherwise made by the Consultant, alone or jointly with others and in any way relating to Company, whether or not made during the Consultant’s regular working hours.

“Intellectual Property” as is used in this Agreement shall mean and include all kinds of intellectual property including intellectual property in any software, technology, name, signature, word, letter, numeral or any combination thereof, trademark, brand name, service mark, trade name, design, logo, copyright including knowhow, trade secret whether registered or not, belonging to the Company.

10.2 The Consultant agrees that the exclusive ownership of all content and/or part of Consultant’s Contribution to the Business whether that is protected under copyright laws and/or other Intellectual Property law or not and whether or not the same is patentable, shall be automatically and irrevocably be transferred to the Company from date of creation and the Consultant explicitly waives all moral rights in Consultant’s Contribution to the Business of the Company.

10.3 During and after the Term of this Agreement, the Consultant shall and undertakes to assist the Company, at the Company’s expense, in every proper way to secure and maintain the Company’s rights hereunder and to carry out the intent of this Agreement and for vesting the Company with full title of Consultant’s Contribution and all rights, titles and interest including Intellectual Property rights therein including executing necessary documents in that respect.

10.4 Should the Company be unable to secure the signature on any document necessary to apply for, prosecute, obtain, protect or enforce any Intellectual Property rights, due to any reason whatsoever, the Consultant hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Consultant’s agent and attorneys to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of Intellectual Property rights or protection in respect of Consultant’s Contribution to the Business, in the manner specified in this Clause 10, with the same force and effect as if executed and delivered by the Consultant.

11. Consultant’s Duty to Return

11.1 Any and all the Company’s Property acquired by the Company and which is in the possession of the Consultant under this Agreement shall be returned to the Company immediately upon termination/expiry of this Agreement.

11.2 It is further agreed and understood that until such time that all the Company’s Property is returned, the Company shall, in addition to initiating legal proceedings for recovery (and without prejudice to any other rights or remedies that the Company may have under law or equity), be entitled to deduct the full value of the said property/properties calculated at its then replacement price from the Service Fee, emoluments or other dues payable to the Consultant. The Consultant recognizes and agrees that the Company shall be entitled to recover from the Consultant and the Consultant shall be bound and liable to make good to the Company any loss suffered by the Company on account of misuse of the Company’s Property by the Consultant and/or any damage occasioned to the Company’s Property whilst in the custody of or entrusted to the Consultant which can be attributed to willful default or gross negligence on part of the Consultant.

11.3 The term “Company’s Property” as is used in this Agreement shall mean and not be limited to the:

(i) internal memoranda, computer equipment (including software), training materials, books, and all other like property, including all copies, duplications, replications, and derivatives of such property which embody Confidential Information and Intellectual Property or any other information concerning the business, of the Company, whether such documents have been prepared by the Company or any other person;

(ii) blueprints, photographs, charts, graphs, notebooks, customer lists, laptops, mobile phones, computer disks, software’s, servers (virtual or otherwise) tapes or printouts, sound recordings and other printed, typewritten or handwritten documents; and

(iii) any tangible expression of Confidential Information, including, without limitation, photographs, plans, notes, renderings, journals, notebooks, computer programs and samples relating thereto.

12. Termination

12.1 The Company may at any time terminate this Agreement, for any reason whatsoever, by serving a prior written notice of not less than [7 (Seven)] days on the Consultant. The Consultant can also any time terminate this Agreement, for any reason whatsoever, by serving a prior written notice of not less than [30 (Thirty)] days on the Company.

12.2 Notwithstanding anything contained in this Agreement, this Agreement may be terminated by the Company, forthwith without any prior notice to the Consultant, for any of the causes mentioned below:

(i) the Consultant commits a breach of this Agreement, or fails to perform it duties and obligations under this Agreement, or commits any misconduct or violation of the Company’s policies, discipline, ethics policy etc.; or

(ii) the Consultant is convicted of one or more serious criminal acts involving matters relating to business or fiduciary matters that may adversely affect his/her ability to perform his/her duties or which may adversely impact Company’s reputation or standing; or

(iii) if the Consultant becomes insolvent or is declared bankrupt; or

(iv) if the Consultant, in the sole judgment of the Company, has engaged in corrupt or fraudulent practices, including in relation to performance of his/her obligations under this Agreement; or

(v) the Consultant engages in acts of moral turpitude that may adversely affect his/her ability to perform his/her duties; or

(vi) the Consultant’s acts dishonestly or negligently in the performance of his/her duties hereunder or engages in acts of misconduct, which, in the case of any such misconduct or negligence, has caused or is reasonably expected to result in direct or indirect injury to the Company; or

(vii) contravenes the provisions of Clause 7 (Non-Solicitation Obligations) or Clause 8 (Confidentiality) or Clause 11 (Consultants Duty to Return) hereof.

12.3 Upon termination of this Agreement the Consultant shall promptly return to the Company any and all written information, data and documentation, all promotional material, client/customer lists and other relevant material relating to the Business in its possession or control free of charge and without retaining any copies, elaboration, excerpts etc. thereof including but not limited to the Company’s Property and Confidential Information.

13. Indemnity

    The Consultant undertakes to indemnify and keep indemnified and hold harmless, the Company, its directors, employees, advisors, representatives and agents against any losses, damages or expenses that may be suffered or incurred by the Company for any reason whatsoever including as a result of or in relation to, non-fulfillment by the Consultant of the Services set out in this Agreement and/or breach of any of the terms of this Agreement.

14. Notices

14.1 Any notices, requests, demands or other communication required or permitted to be given under this Agreement shall be written in English and shall be delivered in person, or sent by courier or by certified or registered mail, postage prepaid or transmitted by facsimile or electronic mail and properly addressed as follows or at such other address as the Party to whom such notices, requests, demands or other communication is to be given shall have last notified the Party giving the same in the manner provided in this Clause, but no such change of address shall be deemed to have been given until it is actually received by the Party sought to be charged with the knowledge of its contents:

If to the Company:	

Sunsure Energy Private Limited Address: 11th Floor, BPTP Park Centra, Jalvayu Vihar, Sector 30, Gurugram Email: [email protected] Kind Attn.: Compliance Officer

If to the Consultant: [●] Address: [●] Fax No.: [●] Email: [●]

14.2 Any notice, request, demand or other communication delivered to the Party to whom it is addressed as provided in this Clause 14 shall be deemed (unless there is evidence that it has been received earlier) to have been given and received, if:

(i)	sent by registered mail, 5 (five) days after posting it; 

(ii) sent by courier or express mail, 2 (two) days after dispatch; (iii) sent by electronic mail, on the day when delivered by electronic mail to the proper electronic mail address; (iv) sent by facsimile, when confirmation of its transmission has been recorded by the sender’s facsimile machine.

15. Dispute Resolution, Governing Law and Jurisdiction

15.1 If any dispute arises between the Parties hereto during the subsistence or thereafter, arising out of or in connection with, the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable attempts, which shall continue for not less than 7 (Seven) days, gives a notice to this effect, to the other Party in writing.

15.2 In case of such failure, only after the passing of 7 (Seven) days from the receipt of the notice referred to in Clause 15.1, the dispute shall be referred to a sole arbitrator, who shall be mutually appointed by the Parties. In the event, the Parties are unable to mutually agree and appoint a sole arbitrator, the Company shall appoint the first arbitrator and the Consultant shall appoint the second arbitrator and the first and second arbitrator shall mutually appoint the third arbitrator, who shall be the presiding Arbitrator. The Arbitration proceedings shall be governed by the arbitration rules prescribed by the Indian Arbitration and Conciliation Act, 1996, as amended from time to time and the seat of arbitration shall be New Delhi.

15.3 The arbitration proceedings shall be conducted in English language, and the award passed by the tribunal shall be binding on the Parties.

15.4 This Agreement shall be governed and interpreted in accordance with the laws of India and subject to the arbitration provisions mentioned hereinabove, the Parties submit to the exclusive jurisdiction of the courts of Delhi.

16. Miscellaneous

16.1 In this Agreement, (i) references to a statutory provision includes that provision and any regulation made in pursuance thereof, as from time to time modified or re-enacted, whether before or after the date of this Agreement; (ii) Recitals and Schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to Recitals and Schedules; (iii) headings are for convenience only and shall not affect the interpretation of the covenants hereof; (iv) where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings; and (v) words importing the singular shall include plural and vice versa and words denoting one gender include the other gender.

16.2 This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral and written communications, contracts, documents and agreements between the Parties regarding the subject matter hereof.

16.3 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto and each Party shall always act in good faith and in the best interests of the other Party concerned. No Party shall enter into or have the authority to enter into any engagement or make any representation or warranty on behalf of or otherwise bind or oblige the other Party hereto.

16.4 The Consultant shall not have the right to assign or transfer any of its rights or obligations under this Agreement except with the prior written consent of the Company. It is hereby clarified that the Company shall have the right to assign or transfer any of its rights or obligations under this Agreement without the consent of the Consultant.

16.5 If any provision embodied in this Agreement appears to be legally invalid or null, the Parties will replace such provision, considering the nature and contents of this Agreement, the way consensus is reached, the mutually known interests of both Parties as well as the other relevant circumstances, by a provision which is not unreasonably onerous to any Party and approximates the meaning of the legally invalid provision as closely as possible.

16.6 The failure on the part of one Party to exercise or enforce any rights resulting from this Agreement shall not be a waiver of any such rights, nor shall any single or partial exercise thereof operate so as to bar the later exercise or enforcement thereof.

16.7 Any modification or variation of the terms and conditions of this Agreement may only be made by written agreement between the Parties.

16.8 This Agreement may be entered into in two counterparts each of which, when executed and delivered, shall be an original, but all the counterparts shall together constitute one and the same instrument.

16.9 Compliance with Laws

(i) The Consultant, its directors, officers, employees and agents shall at all times comply with all applicable anti-corruption laws and regulations including those concerning corruption and bribery, money-laundering and economic sanctions dealing with money laundering, prevention of corruption and bribery, including the the Indian Penal Code 1860, Prevention of Money Laundering Act, 2002, the Prevention of Corruption Act, 1988, the Whistleblowers' Protection Act 2014, the Lokpal and Lokayuktas Act 2013, Benami Transactions (Prohibition) Act, 1988, United States Foreign Corrupt Practices Act, 1977; UK Bribery Act, 2010; and all laws, rules, regulations or requirements of any jurisdiction, that are enacted to comply with the International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation issued by the Financial Action Task Force, as may be amended, supplemented and updated from time to time or any laws having a similar object or purpose.

(ii) The Consultant shall, until 5 (five) years from the expiration or termination of this Agreement: (a) keep and maintain accurate and systematic books of accounts and records in respect of this Agreement, in accordance with generally accepted accounting principles of India and in such form and detail as will clearly identify all relevant charges and costs, and the bases thereof; and (b) permit the Company or its designated representative periodically to inspect the accounts and records referenced above and make copies as well as to have them audited by auditors appointed by the Company.

(iii) The Consultant shall notify the Company of any violation or any act or failure to act that could be construed as a violation of requirements of anti-bribery laws by the Consultant or any of its representatives. The Company may immediately terminate this agreement, without any further liability or obligation to the Consultant in the event of any violation.

16.10 Compliance with Policies

The Consultant agrees, covenants and undertakes that it shall comply with the Code of Conduct of the Company and the Anti-Corruption Anti-Bribery Policy of the Company, to the extent relevant.

16.11 Non-Exclusivity

The Consultant acknowledges that the Company shall at all times during the Term of this Agreement have the absolute right to appoint any other person(s)/contractor(s) for availing same or similar Services. It is hereby clarified that nothing herein requires the Company to order any services from Consultant or confers upon the Consultant any exclusive right to provide any services to the Company.

16.12 Specific performance

The Consultant hereby acknowledge that in the event of any breach of its obligations under this Agreement, compensation in terms of damages may not be an adequate remedy to the Company and the Company shall be entitled to seek specific performance of the terms hereof. 

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DATE HEREIN ABOVE FIRST MENTIONED.

SIGNED AND DELIVERED BY [•], THE COMPANY

By: ____________________ Title: ____________________ Date: ____________________ Witness: ____________________

SIGNED AND DELIVERED BY [•], THE CONSULTANT

By: ____________________ Title: ____________________ Date: ____________________ Witness: ____________________

  SCHEDULE I

DESCRIPTION OF SERVICES   SCHEDULE II PAYMENT TERMS