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6.5. During the Term and thereafter, the Independent Contractor agrees to fully co-operate with the Company in the creation,establishment, protection and enforcement of any Intellectual Property rights that may arise as a result of the Services provided by theIndependent Contractor.6.6. Without prejudice to anything stated in Clause 6 herein, the Independent Contractor shall also ensure that during the course ofperforming the Services, he/she shall not, in any manner whatsoever, use any confidential information or intellectual property that wasprocured in any previous employment/engagement or otherwise belongs to any third party, or which the Company is not entitled to use.7. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS7.1. The Independent Contractor hereby represents, warrants and covenants that:(a)He/she has full power and authority to enter into this Agreement and provide the Services contemplated hereunder.(b)He/she has requisite government registrations, if required, to provide the Services.(c)He/she is a person of good standing, is above 18 years of age, permitted to live and work in India and has not been involved inany criminal offence.(d) He/she shall not disparage the Company or its Affiliates or any of their officers, employees, customers, or act in any mannerwhatsoever which may damage the business of the Company or which would adversely affect the goodwill, reputation, and businessrelationships of the Company with the public generally, or with any of its patrons and clients, whether existing, prospective or otherwise.(e)He/she shall not represent himself/herself: (i) as an employee of the Company; (ii) as a Company representative unlessexpressly authorized by the Company.(f)He/she shall not enter into any business arrangements or contracts or take any business decisions on behalf of the Company.7.2. Any violations of this Clause 7 shall result in immediate termination of this Agreement at Company’s sole discretion, withoutprejudice to the Company’s rights under applicable law.8. TERM AND TERMINATION8.1. This Agreement shall commence from the Effective Date and shall remain valid for a period of thereafter (“Term”). After the expiryof the Term, this Agreement may be renewed or extended at the sole discretion of the Company.8.2. During the Term, this Agreement may be terminated by either Party without cause, and for any reason whatsoever, upon a Partygiving prior written notice to the other Party, provided that the Company may, at its discretion, relieve the Independent Contractor earlier.8.3. The Company shall have the right to terminate this Agreement with immediate effect upon written notice to the IndependentContractor:(a)If the Independent Contractor provides the Services in a negligent / deficient manner;(b)If any documentation submitted to the Company by the Independent Contractor is found to be incomplete, incorrect, untrue,fake, forged, misleading;(c)him/her;If the Independent Contractor is in breach of the provisions of this Agreement and/or the policies of the Company applicable to(d) If the Independent Contractor neglects or fails to comply with directions of the Company, violates any provision of applicablelaw, undertakes any dishonest or fraudulent conduct or any breach of trust or breach of faith, or is at any time in a position which theCompany believes, prevents or will prevent him/her from fulfilling duties under this Agreement.8.4. Effect of Expiry and/or Termination:(a) Upon expiry or earlier termination of this Agreement, the Independent Contractor shall deliver to the Company, all copies ofConfidential Information and/or deliverables in their then current form or state and shall not perform further any work that would utilize,disclose and/or infringe the Company’s Confidential Information or Intellectual Property Rights.(b)The Independent Contractor shall also return forthwith all Company property.
(c) The termination of this Agreement shall not release the Independent Contractor from any liability that may have been incurred inrelation to the Services, prior to such termination.8.5. Upon termination of this Agreement, the Independent Contractor undertakes and agrees that he/she will not make or publish anystatement critical of the Company, or any of its Affiliates and employees or otherwise disparage the reputation of the Company.8.6. Termination or expiration of the Agreement shall not release the Independent Contractor from any obligations and liabilities whichhave accrued prior to the termination and those surviving termination. The Independent Contractor shall extend his/her completecooperation in relation to executing any and all documentation as may be required by the Company regarding his/her termination fromengagement.9. INDEMNIFICATION9.1. The Independent Contractor shall indemnify and hold harmless the Company, its Affiliates and each of their employees, directors,and officers from and against any and all losses, damages, expenses, costs and claims (including reasonable attorneys’ fees), arising outof or in connection with: (i) the Independent Contractor’s breach of any provision of this Agreement, the policies of the Company, or anyapplicable law; (ii) any negligence or willful omissions of the Independent Contractor, and /or (c) any third Party claims that may beinitiated against the Company in relation to the Services provided by the Independent Contractor.9.2. Notwithstanding anything contained under this Agreement, Company shall not be liable to the Independent Contractor for anyconsequential, incidental, special or punitive damages arising out of this Agreement, whether in contract or tort.10. NON-SOLICITATION10.1. During the Term and for a period of thereafter, the Independent Contractor shall not solicit or attempt to influence any personemployed or engaged by the Company (whether as an employee, Independent Contractor, consultant, advisor or in any other manner) toterminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectlyoffer services in any form or manner to any person or entity which is a competitor of the Company.10.2. The Parties acknowledge and agree that the above restriction is reasonable for the legitimate protection of the business andgoodwill of the Company.11. GENERAL TERMS AND CONDITIONS11.1. This Agreement together with its Annexures, and any other specifications/directions that may be issued by the Company under thisAgreement, constitutes the sole and exclusive agreement between the Company and the Independent Contractor and supersedes anyprior discussions, writings, agreements, contracts and negotiations with respect to the subject matter hereof. Any signed copy of thisAgreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original.11.2. The Independent Contractor shall not assign or transfer this Agreement or subcontract any work required to be performed byhim/her under this Agreement. Any such attempt to assign or transfer this Agreement by the Independent Contractor in violation of thisClause 11.2 shall be void.11.3. The Parties agree that this Agreement cannot be altered, amended or modified, except in writing signed by each of the Party.11.4. No failure or delay in enforcing any right or exercising any remedy will be deemed to be a waiver of any such or other right orremedy.11.5. The Parties acknowledge and agree that monetary damages may be an inadequate remedy for breach or threatened breach of thisAgreement and each Party agrees that notwithstanding anything to the contrary herein, in the event of a breach of this Agreement, therights and obligations specified hereunder shall be enforceable by an injunctive remedy in any court of competent jurisdiction.11.6. If any portion of this Agreement becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessaryin order for this Agreement to remain in effect.11.7. The failure, with or without intent, of either Party to insist upon the performance by the other Party of any term or stipulation of thisAgreement shall not be treated as, or be deemed to constitute, a modification of any term or stipulation of this Agreement, nor shall suchfailure be deemed to constitute a waiver of the right of such Party at any time whatsoever, to insist upon performance by the other, strictlyin accordance with the terms of this Agreement.11.8. Subject to Clause 11. 11, this Agreement shall be governed by the laws of and shall be subject to the exclusive jurisdiction of the
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