RECITALS

A. Zivratech provides its clients with outplacement or outsourcing services. This includes placement of remote contractors.

B. Zivratech has been asked or is being considered to be asked by The Client to offer its services to The Client for the placement of contractors.

C. The services will be provided by Zivratech to the client according to the terms and conditions of this Service Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

Schedule 1 provides the Definitions and Interpretations for this Service Agreement.

2. AGREEMENT - DAY TO DAY OPERATION

2.1 The terms and conditions on the Zivratech website provide the procedure for day to day activities like request for service by the client, selecting the Zivratech employee and perform other day to day activities with respect to this contract.

2.2 It is acknowledged by the client and agreed upon that the nature of this agreement with Zivratech does not establish any form of employment.

The liability for choosing the appropriate Zivratech employee rests with the client. The hiring is done for independent contractors on the basis of applicable local guidelines.

The Zivratech employee does not have any authority to enter into contracts on behalf of the client. The agreement does not create any partnership between the Client and the Zivratech employee.

3. DURATION

3.1 This Agreement will be applicable on a month to month basis, will commence on the starting date as agreed upon. The Agreement will continue until terminated in accordance with clause 12.

4. PAYMENT

4.1 The time for payment to be made to Zivratech is provided in Schedule 1 and the requisite terms and conditions as on the Zivratech website.

4.2 The provisions provided in Schedule 1 are a part of and operative under this Contract.

5. NO Zivratech LIABILITY

5.1 In case of any loss, damage, costs or compensation (whether direct or indirect) to The Client, no liability shall be incurred by Zivratech. The following cases are included:

a) Any delay in introduction of Zivratech employees by Zivratech.

b) The event of non-acceptance of an offer or an assignment by a Zivratech employee

c) Related to the performance of a Zivratech Employee

6. THE CLIENT'S INDEMNITY TO Zivratech

6.1 With respect to the following cases of loss or claims the client has to pay indemnity to Zivratech

a) An injury to a Zivratech employee while performing his/her duties for the client

b) Property damage while performance of duties by a Zivratech employee

6.2 If there are any claims made by a Zivratech employee with respect to his/her termination of services, the client has to indemnify Zivratech for the same.

RESTRICTION ON DIRECT HIRING OF Zivratech SERVICE EMPLOYEES

7.1 The Client must pay to Zivratech employee who has been offered/hired by the Client directly.

7.2 When this contract is terminated, no Zivratech employee who is performing an assignment for The Client or has performed an assignment for The Client in the last 12 months can be offered a contract or permanent employment by The Client.

7.3 Zivratech Employee 's friends, family members, referrals and network cannot be offered work or Assignments by Zivratech clients without prior approval

7.4 No information exchange related to payments and pricing between Zivratech and Zivratech employees shall be permitted

8. INTELLECTUAL PROPERTY

8.1 All material prepared by the Zivratech Employee will be owned by the Clientand any Intellectual Property Rights in any such work shall vest in The Client.

PRIVACY

9. All parties agree that they will handle personal information in accordance with the Privacy Laws

10. CONFIDENTIAL INFORMATION

10.1 Subject to Clause 10.2, the only information that is disclosed by any party is that which is required by the law.

11. WARRANTIES

Both parties represent and warrant to the other party that:

a) There are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.

12. TERMINATION

12.1 A party ("the first party") may immediately (or with effect from any later date it may nominate) terminate if:

a) The second party breaches this Contract and does not remedy such breach within 5 Business Days

e) the other party becomes insolvent

12.2 The Client may appoint the Zivratech Employee on a trial basis. This is for a minimum of 1 hour and a maximum of 10 days. The client can terminate the Zivratech employee at any time during the trial period.

12.3 Subject to The Client complying with the provisions set out in Schedule 1, if The Client can terminate the full time employees in the following manner:

a. For less than 6 months from his or her appointment, a period of 30 days notice is required

b. For more than 6 months, a period of 60 days notice is required

12.6 Upon termination:

(a) The client will return all Confidential Information back to Zivratech

13. ACCEPTANCE

The Client accepts the terms as set out within the terms and conditions on Zivratech's website

(a) The Client making a Request for Services; or

(b) The Client appointing Zivratech to provide services to The Client; or

(c) The Client selecting a Zivratech Employee ; or

(d) The Client making a payment of any amounts listed within Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of Zivratech invoices (whichever is the earliest); or

(e) The Client indicating its acceptance

14. DUTY OF CONFIDENTIALITY

a. Zivratech and the Zivratech Employee acknowledge that while working for the client, they may have access to Confidential Information of The Client.

b. Zivratech and the Zivratech Employee undertake not to disclose, use this information to any third parties

SCHEDULE 1 -FEE STRUCTURE

Regular Billing System

1. If The Client selects and appoints a Zivratech Employee, the Client must use the Regular Billing System

2. The Client must pay Zivratech for the Services in advance by using either of the following 2 options:

(a) prepaid payments

(b) regular monthly payments

Via

- Credit Card Online Payment

- Direct Debit of Credit Cards and Bank Accounts

- Electronic Fund Transfer

3. Each payment is to be made in advance or on an agreed fixed monthly date

4. The Clients can make payments via electronic fund transfer (EFT) into Zivratech's INR bank accounts.

5. If there is any overtime payments due, the amount of overtime is chargeable to The Client will be included in the following month's invoice.

6. The Client at any time may request a refund of the amount held with 2 week refund processing period.

Insufficient funds

7. If:

(a) the Available Balance falls below zero; or

(b) The Client does pay on time under the Prepaid Payment Option and/or the Regular Monthly Payment Option,

Zivratech is entitled to suspend the services of the Zivratech Employee for a period of 5 Business Days ("Suspension Period")

8. During the Suspension Period, The Client must pay to Zivratech any amount in arrears, else the contract shall be terminated.

Holidays

1. The Zivratech Employee is entitled to request for leaves on public holidays of his or her location

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