2021-11-09_HyderabadEscorts_ramyaescorts_Unsigned
failing which the Company shall have the right to reduce the Service Fees appropriately or terminate this Agreement, as the case maybe.The Independent Contractor shall also adhere to the internal policies of the Company, to the extent such policies are applicable to theIndependent Contractor. If the Independent Contractor fails to adhere to such policies, the Company shall reduce the Service Feesappropriately.1.7. Notwithstanding anything stated in this Agreement, the Parties agree that the Independent Contractor shall have the right toperform other services for any other party, provided: (i) he/she efficiently discharges the Services contemplated herein; and (ii) such otherservices are not in contravention to the legitimate business and commercial interests of the Company and/or the provisions of thisAgreement.2. SERVICE FEES2.1. During the Term (defined below), the Independent Contractor shall be entitled to a monthly fee of (“ServiceFees”) subject to theIndependent Contractor issuing an invoice upon the Company in the format prescribed, for the Services rendered in the previous month(“Invoice”). The Service Fees shall be paid by the of every calendar month, subject to the timely receipt and approval of the Invoice by theCompany. The Service Fees shall be subject to appropriate tax and other withholdings specified under applicable law. Each Party shall beresponsible for the payment of any and all taxes, where applicable, in respect of the Service Fees and for undertaking all procedures andcompliances in this regard.2.2. For the avoidance of doubt, the Independent Contractor shall not be entitled to reimbursement of any business-related expenses,unless otherwise pre-approved in writing by the Company and the Independent Contractor submits documentation to the satisfaction ofthe Company. The Independent Contractor hereby acknowledges that the Company is not liable to make any social security contributionswith respect to him/her.2.3. All information contained in this Agreement and specifically this Clause 2 is strictly confidential and shall be treated by theIndependent Contractor accordingly.3. INDEPENDENT CONTRACTOR ARRANGEMENT3.1. The Independent Contractor agrees that he/she will perform the Services under this Agreement as an independent contractor.Nothing in this Agreement shall imply that the Independent Contractor will be required to provide services exclusively to the Company.Unless expressly specified by the Company in writing, the Independent Contractor shall not have any right or power whatsoever: (i) tocontract, and/or make any decisions/representations on behalf of the Company and/or its Affiliates; (ii) bind/commit the Company and/orits Affiliates in any way in relation to third parties and shall not hold himself/herself out as having any such authority.3.2. Nothing contained in this Agreement shall be construed as creating an employer–employee relationship between the Companyand/or its Affiliates and the Independent Contractor. The Independent Contractor shall not in any way or to any party represent to be orhold himself / herself out as an employee of the Company and/or its Affiliates.3.3. Nothing in this Agreement shall deem the Independent Contractor to be an agent/authorised representative of the Company and/orits Affiliates.3.4. Nothing contained in this Agreement shall constitute a partnership or joint venture between the Independent Contractor and theCompany and/or its Affiliates for any purpose whatsoever.3.5. The Independent Contractor shall not delegate any performance of the Services or subcontract any part of this Agreement to anythird party.4. DUTIES4.1. General: The roles, responsibilities and duties appropriate to the Independent Contractor’s role or his/her Agreement, will bespecified by the Company from time to time. Company may at any time, in its sole discretion, upon notice to the Independent Contractor,alter or otherwise modify these roles, responsibilities and duties.4.2. Time Commitment: The Independent Contractor shall devote his/her working time, attention and skill to the duties of his/her officeand shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers as may be communicated tohim/her from time to time.4.3. Additional Undertakings: The Independent Contractor shall ensure that during the Term, he/she shall not behave in a manner thatwould be construed as being in violation of the Company’s policies as applicable to the Independent Contractor and of applicable law, asin force from time to time.
4.4. Conflict of Interest: The Independent Contractor is required to promote the interests and further the business of the Company and,if applicable, any Affiliate for whom the Independent Contractor is asked to perform duties and will not and/or prevent there being done,anything which may be prejudicial or detrimental to the business of the Company or any Affiliate. Notwithstanding anything stated in thisAgreement, the Parties agree that the Independent Contractor shall have the right to perform services for his/her other clients providedhe/she efficiently discharge the Services as required by the Company and services to other clients are not directly in contravention to thelegitimate business and commercial interests of the Company.5. CONFIDENTIALITY5.1. The Independent Contractor agrees to keep confidential: (i) any and all information that may be disclosed/provided by the Companyand/or an Affiliate whether in oral, written or any other form; (ii) information that he/she may have access to or come into possession of orbecome familiar with, during the course of the Term (together, the “Confidential Information”). Without prejudice to the foregoing,Confidential Information shall include all administrative, management, technical, product, business, financial, intellectual property andother information related to the Company, any Affiliate or any of their employees, investors, contractors, customers, vendors andsuppliers, any personal information of an individual as defined under applicable law, software codes, techniques, business and marketingplans, research and development, computer programs, and other documentation.5.2. The Independent Contractor shall at all times protect and safeguard the Confidential Information and shall not: (i) use suchConfidential Information for his/her own purpose or for the benefit of any third party; (ii) disclose, share, transmit or otherwise convey anyConfidential Information to any third party under any circumstances whatsoever, without the prior written approval of the Company; (iii)copy, duplicate, or in any manner reproduce any Confidential information, or violate the intellectual property rights of the Company /Affiliate in such Confidential Information. The Independent Contractor further agrees and undertakes that he/she shall maintain strictconfidentiality with respect to the Confidential Information not only during the Term but also after the termination of this Agreement. If theIndependent Contractor becomes aware of any breach of this Clause 5, he/she shall immediately notify the Company about the same.5.3. The Independent Contractor agrees that the Company shall retain all intellectual property rights and any and all other proprietaryrights in the Confidential Information and in any modifications, developments or improvements made to the Confidential Information by theIndependent Contractor. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in favorof the Independent Contractor, over any of the Confidential Information.5.4. The Independent Contractor shall be free to engage in social media activities, as long as it does not conflict with the Company’spolicies in this regard or harm the goodwill and reputation of the Company. The Independent Contractor shall not: (a) disclose anyConfidential Information on social media sites; (b) make false, misleading, derogatory or defamatory statements about the Company / itsAffiliates or any employees / officers; (c) use or reproduce the Company’s logo, website link or other information pertaining to theCompany.5.5. The provisions of this Clause 5 shall survive the expiry or earlier termination of this Agreement. The Company shall have the right totake such action as it deems necessary to protect its rights hereunder, including without limitation, the right to seek injunctive relief or anyother remedies available under law and equity.6. INTELLECTUAL PROPERTY RIGHTS6.1. For the purposes of this Agreement, the term “Intellectual Property Rights” shall mean collectively or individually, worldwide rightsrelating to the following intangible property whether or not filed, perfected, registered or recorded: copyrights, patents, trademarks, brandname, logo, trade secrets, designs, technical know-how, software, database, research work and such other intellectual property as maybe recognised under applicable law.6.2. The Parties agree that all deliverables made, conceived or reduced to practice, in whole or in part, by the Independent Contractor inconnection with the Services (“Deliverables”) shall be made for hire and to the extent that the Deliverables or any portion thereof needs tobe assigned to the Company to ensure that the Company is sole and absolute owner thereof, the Independent Contractor hereby assignsand agrees to assign to the Company all present and future right, title, and interest in and to any of the Deliverables or portions thereof.6.3. The Independent Contractor shall also assist the Company to further evidence, record and perfect any assignment contemplatedunder Clause 6.2 above, and to maintain, enforce, and defend any rights so assigned. The Independent Contractor hereby irrevocablydesignates and appoints the Company as his/her authorized representatives to act for and on his/her behalf to execute and file anydocument and to do all other lawfully permitted acts to further the foregoing, with the same legal force and effect as if executed by theIndependent Contractor himself/herself.6.4. The Independent Contractor hereby waives all of his/her rights, including moral rights on any copyright work originated, conceived,written or made by him/her (either alone or with others) and he/she agrees not to claim that any treatment, exploitation or use of the saidworks infringes such moral rights (including but not limited to, the right to be indemnified, the right to object to derogatory treatment andright against false attribution).
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4.4. Conflict of Interest: The Independent Contractor is required to promote the interests and further the business of the Company and,
if applicable, any Affiliate for whom the Independent Contractor is asked to perform duties and will not and/or prevent there being done,
anything which may be prejudicial or detrimental to the business of the Company or any Affiliate. Notwithstanding anything stated in this
Agreement, the Parties agree that the Independent Contractor shall have the right to perform services for his/her other clients provided
he/she efficiently discharge the Services as required by the Company and services to other clients are not directly in contravention to the
legitimate business and commercial interests of the Company.
5. CONFIDENTIALITY
5.1. The Independent Contractor agrees to keep confidential: (i) any and all information that may be disclosed/provided by the Company
and/or an Affiliate whether in oral, written or any other form; (ii) information that he/she may have access to or come into possession of or
become familiar with, during the course of the Term (together, the “Confidential Information”). Without prejudice to the foregoing,
Confidential Information shall include all administrative, management, technical, product, business, financial, intellectual property and
other information related to the Company, any Affiliate or any of their employees, investors, contractors, customers, vendors and
suppliers, any personal information of an individual as defined under applicable law, software codes, techniques, business and marketing
plans, research and development, computer programs, and other documentation.
5.2. The Independent Contractor shall at all times protect and safeguard the Confidential Information and shall not: (i) use such
Confidential Information for his/her own purpose or for the benefit of any third party; (ii) disclose, share, transmit or otherwise convey any
Confidential Information to any third party under any circumstances whatsoever, without the prior written approval of the Company; (iii)
copy, duplicate, or in any manner reproduce any Confidential information, or violate the intellectual property rights of the Company /
Affiliate in such Confidential Information. The Independent Contractor further agrees and undertakes that he/she shall maintain strict
confidentiality with respect to the Confidential Information not only during the Term but also after the termination of this Agreement. If the
Independent Contractor becomes aware of any breach of this Clause 5, he/she shall immediately notify the Company about the same.
5.3. The Independent Contractor agrees that the Company shall retain all intellectual property rights and any and all other proprietary
rights in the Confidential Information and in any modifications, developments or improvements made to the Confidential Information by the
Independent Contractor. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in favor
of the Independent Contractor, over any of the Confidential Information.
5.4. The Independent Contractor shall be free to engage in social media activities, as long as it does not conflict with the Company’s
policies in this regard or harm the goodwill and reputation of the Company. The Independent Contractor shall not: (a) disclose any
Confidential Information on social media sites; (b) make false, misleading, derogatory or defamatory statements about the Company / its
Affiliates or any employees / officers; (c) use or reproduce the Company’s logo, website link or other information pertaining to the
Company.
5.5. The provisions of this Clause 5 shall survive the expiry or earlier termination of this Agreement. The Company shall have the right to
take such action as it deems necessary to protect its rights hereunder, including without limitation, the right to seek injunctive relief or any
other remedies available under law and equity.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. For the purposes of this Agreement, the term “Intellectual Property Rights” shall mean collectively or individually, worldwide rights
relating to the following intangible property whether or not filed, perfected, registered or recorded: copyrights, patents, trademarks, brand
name, logo, trade secrets, designs, technical know-how, software, database, research work and such other intellectual property as may
be recognised under applicable law.
6.2. The Parties agree that all deliverables made, conceived or reduced to practice, in whole or in part, by the Independent Contractor in
connection with the Services (“Deliverables”) shall be made for hire and to the extent that the Deliverables or any portion thereof needs to
be assigned to the Company to ensure that the Company is sole and absolute owner thereof, the Independent Contractor hereby assigns
and agrees to assign to the Company all present and future right, title, and interest in and to any of the Deliverables or portions thereof.
6.3. The Independent Contractor shall also assist the Company to further evidence, record and perfect any assignment contemplated
under Clause 6.2 above, and to maintain, enforce, and defend any rights so assigned. The Independent Contractor hereby irrevocably
designates and appoints the Company as his/her authorized representatives to act for and on his/her behalf to execute and file any
document and to do all other lawfully permitted acts to further the foregoing, with the same legal force and effect as if executed by the
Independent Contractor himself/herself.
6.4. The Independent Contractor hereby waives all of his/her rights, including moral rights on any copyright work originated, conceived,
written or made by him/her (either alone or with others) and he/she agrees not to claim that any treatment, exploitation or use of the said
works infringes such moral rights (including but not limited to, the right to be indemnified, the right to object to derogatory treatment and
right against false attribution).
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