SERVICE AGREEMENT

IDC Technologies Solutions (I) Pvt. Ltd., a Company Registered under the Indian Companies Act, 1956,
having its principal place of business at C-22/26, Sector-57, Noida-201301 (hereinafter referred to as the
IDC) which expression shall, unless repugnant to the context or meaning thereof, mean and include its
successors in interest and permitted assigns) and be represented by its authorized signatory Mr. Raju
Kumar (Manager - Consulting) of the One Part;
AND
Accenture Services India Ltd, a company incorporated under the Companies Act, 1956, with its registered
office at <Companys Address> (hereinafter referred to as CLIENT) which expression shall, unless
repugnant to the context or meaning thereof, mean and include its successors in interest and permitted
assigns) and be represented by its authorized signatory <Name of the Authorized Signatory &
Designation> of the Other Part;

Whereas the IDC is engaged in the business of offering qualified and competent personnel for the services
of various Companies

Whereas the CLIENT has desired to hire the services of the IDC in fulfilling the manpower requirement of
the CLIENT.

Whereas the IDC has accepted the offer of the CLIENT and desires to offer its services in fulfilling the
manpower requirement of the CLIENT

IDC and the CLIENT are referred to as Party in the singular and Parties in the collective, as the context
may require.

NOW, THEREFORE, for good and valuable mutual consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:

1. Agreement
1. This Agreement shall apply to the services during the term (defined hereinafter), unless the
parties expressly agree otherwise by a written modification of this agreement, signed by the
authorized representative of both the parties. The parties agree that any modification to this
agreement shall come into effect (seven) 7 days from the date of such mutual agreement or
on such other date as the parties may agree mutually in writing.














Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











2. Services
1. IDC shall provide services to CLIENT at all its existing locations in India or overseas.

2. The services shall be provided as & when CLIENT approaches IDC for providing the services.
IDC shall designate and provide one (1) SPOC- Single Point of Contact as the Business
Relationship Manager who will be responsible for answering and resolving CLIENT questions
and issues relating to the services. The name of alternate person will also be provided to
ensure availability of one point of contact at all time during the validity of this agreement.

3. IDC shall take all measures & care to ensure that the candidates so provided do not have any
criminal records.

4. That IDC undertakes to present only quality candidates matching the CLIENTs requirements.
The CLIENT shall intimate IDC in writing the number of people required by the CLIENT and
their qualifications. IDC shall supply the CLIENT with these personnel within seven days of
receipt of the communication from the CLIENT. The personnel provided by IDC shall be
deputed and commence the service only on being given a Work Order by the CLIENT.

5. It is further agreed that, the candidates would be selected through the regular selection
process to be conducted by the CLIENT.

3. Service charges and Payment terms.
1. CLIENT shall pay IDC charges payable in accordance with the rates and as per the terms and
conditions set out in Annexure I hereto, (the Service Charges). The service charges shall be
inclusive of all the charges payable by CLIENT to IDC for providing the services. The service tax
will be paid extra as per applicable law.

2. IDC shall raise a consolidated invoice for all the candidates provided by IDC who joined CLIENT
in that particular calendar month (the Invoice) and the same shall be raised on CLIENT. IDC
shall submit one consolidated bill for all recruits who joined CLIENT within the calendar
month. IDC will raise such bills/invoice in respect of candidates only if the related vacancy was
opened to him in writing. Further the invoice shall also mention the names of the recruits who
have joined to CLIENT within that calendar month. Further the invoice shall also mention the
basic price per recruit and taxes under separate heads. CLIENT shall make payment against
the undisputed portion of the Invoice within 30 days of the receipt of the invoice after
deducting the penalties payable in accordance with the provisions thereof.

3. In case of any disputes in payment made by CLIENT against an invoice or any part thereof
(hereinafter referred to as the Disputed Amount) IDC shall issue a written notice to CLIENT
describing the reasons and details for disputing the payment within seven days from the date
of receipt of the payment. Should IDC raise no dispute within the aforesaid period of seven (7)
days, it shall be understood that he has accepted the payment. The disputed amount shall be
settled between CLIENT and IDC as per clause 14. Any amount that may be found returnable
to CLIENT by IDC on resolution of the dispute shall be adjusted against a fresh invoice that is
raised subsequent to the settlement.

4. In case the Resume/CV/Profile in respect of candidate is received from multiple service
providers or such Resumes/CV/Profile in respect of candidate is received through











Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











reference/referrals/portal the decision to make the payment of the fees shall be taken by
CLIENT and shall be binding on IDC.

5. In case the Resumes/CV/Profile are rejected by CLIENT by giving whatsoever reason to IDC,
then CLIENT will not hire the mentioned resource for next sixty (60) days from the date when
Resume /CV/Profile are provided by IDC.

4. Records, Audit and Inspection
a. IDC shall maintain accurate records of all matters that relate to the services in accordance
with the generally accounting principles and practices uniformly and consistently applied.
5. Term, Termination and consequences of termination.
Term
This agreement shall be in force for a full period of one year from the date of signing the
agreement (hereinafter referred to as the term) unless terminated earlier in accordance with the
provisions of this agreement.

Termination

1. Either party may terminate this agreement in whole or in part without cause and for its own
convenience by giving a maximum of thirty (30) days written notice.

2. Any party (Non defaulting party) may terminate the agreement for a material breach of the
provisions of this agreement, by the other party (Defaulting party) significantly affecting the
Non Defaulting partys rights under this agreement. However if the breach is capable of
rectification, the Non Defaulting party shall give a notice of thirty (30) days to the Defaulting
Party to rectify the breach before terminating this agreement.

3. Either party may terminate this agreement upon written notice in the event of assigning of
the non terminating partys assets for the benefit of the creditors, the filing of the petition in
bankruptcy, dissolution or winding up by or against the non terminating party or the
appointment of a receiver or other similar officer to take charge of all or part of the assets of
if the non terminating party is adjudicated an insolvent or otherwise liquidates, dissolved or
ceases it business operations.

4. CLIENT shall retain the right to terminate this agreement or any other grounds not specifically
provided for in this agreement.



6. Penalties

1. IDC shall provide CLIENT a guaranteed period of placement of sixty (60) days for each
candidate (time from which the candidate joins CLIENT through IDC on particular skills) and
such period would be strictly enforced by CLIENT. If for any reason, whatsoever, any
candidate provided by IDC and accepted and employed by CLIENT discontinues servicing with
CLIENT, voluntarily or involuntarily within sixty (60) days of his or her joining at CLIENT, IDC
shall, within thirty (30) days of receiving the written notice of such occurrence from CLIENT,











Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











return the fees payable in respect of such candidate to CLIENT at the rate payable per recruit
by CLIENT if IDC fails to provide replacement within thirty (30) days from the written notice.

2. In the event the candidate leaves and / or is removed from service, at any given point of time,
owing to acts of fraud, incorrect background information, misleading references,
impersonation detected by CLIENT, CLIENT will deduct fees in respect of such candidate from
the payments due to IDC at the rate paid by CLIENT for that candidate and CLIENT will have an
option to adjust such amount against pending / future invoices raised by IDC. In the event
CLIENT chooses not to exercise the option of deduction as aforesaid, or the amount payable
as reimbursement is not covered to the fullest extent pursuant to such deduction, CLIENT
shall be entitled to exercise its rights under law to claim and recover the amount of
reimbursement as may be due.


7. Non solicitation

Neither party shall knowingly solicit for employment or knowingly employ any employee of the
other party who performed services on behalf of either party in connection with, or was otherwise
involved in this agreement during the lesser of (i) the term of this agreement and for a period of
two (2) years after the termination of this agreement or (ii) two (2) years after the employee is no
longer employed by IDC or by CLIENT.

8. Dispute Resolution

1. The parties shall attempt to amicably settle all disputes arising out of this agreement and the
obligations there under (the Dispute). Either party may give written notice of the Dispute to
the other party within ten (10) days of the occurrence of the event which gives rise to the
Dispute or such event came to the notice of the applicable party.

2. If any Dispute arising between the parties is not amicably settled within fifteen (15) days of
the commencements of the attempts to settle the same, the Dispute shall be referred to and
be finally settled by arbitration to be conducted by a sole arbitrator. The parties agree that
the arbitration proceedings will be conducted at New Delhi and shall be governed by the
provisions of the Indian Arbitration and Conciliation Act, 1996 and / or any other statutory
enactment or modification thereof for the time being in force. The decision of the
arbitrator(s) shall be final and be binding on both the parties.

3. During the pendency of any Dispute under this agreement (i) IDC shall not suspend any
services and (ii) CLIENT shall continue paying the service charges in accordance with this
agreement. Failure on the part of IDC in providing the services during the pendency of any
Dispute shall make IDC liable to compensate / reimburse CLIENT for any expense incurred by
CLIENT resulting from the non provision of services during the notice period. CLIENT may at its
sole discretion deduct such amount from the payments due to IDC under this agreement and
IDCs liability to compensate CLIENT shall stand reduced pro rata to the deduction. In the
event CLIENT chooses not to exercise the option of deduction as aforesaid, or the amount
payable as compensation is not recovered to the fullest extent pursuant to such deduction.
CLIENT shall be entitled to exercise its rights under law to claim and recover the amount of
compensation as may remain due.

4. Subject to the foregoing the courts of New Delhi shall have exclusive jurisdiction.












Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











9. Co operation by the parties

The parties agree to promptly provide the other party with all such information, documentation
and co operation which the other party reasonably requests, if such information, documentation
and co operation is required by the party to comply with its obligations under this agreement,
provided that it:
(i) Is not confidential information and
(ii) Is capable of being provided by the party from whom it is sought

10. Force Majeure

1. Neither party will incur any liability to the other party on account of any loss or damage
resulting from any delay or failure to perform all or any part of this agreement, if such delay
or failure is caused, in whole or in part, by events, occurrences or forces beyond the
reasonable control and without negligence of the party (hereinafter referred to as the Force
Majeure event). If a party is affected by the Force Majeure Event, the party so affected will
notify the other party in writing of the occurrence of the Force Majeure Event (and the likely
duration of the impact or delay caused by the Force Majeure Event) and the performance of
its obligations will be suspended during the period the Force Majeure Event persists and the
affected party will be granted an extension of time for performance equal to the period of
delay attributable to the Force Majeure event.

2. If a party performance of the obligations is suspended due to an occurrence of a Force
Majeure event for a period beyond ninety (90) days, the other party may terminate this
agreement without incurring charges.

11. Illegal gratification

1. IDC hereby represents that it shall not through any of its officials or representatives give or
promise to give any money or gift to any employee / official of CLIENT to influence its decision
regarding this agreement, nor shall it exert or utilize any unlawful influence through a promise
to pay a commission, percentage, brokerage or contingent fee to secure or solicit any
extension hereof. It is agreed that breach of this clause shall be sufficient grounds for CLIENT
to terminate this agreement without prejudice to IDC or any of its officers, employees or
representatives liability under applicable laws. Breach of this clause shall be sufficient ground
for CLIENT to withhold any and all the payments, which may be due to IDC and for CLIENT to
initiate appropriate legal action.

2. Further, in the event it is found that IDC and / or its employees have worked in liaison with
any of the CLIENT employees with an intention to defraud CLIENT, this agreement may be
terminated. IDC shall immediately inform CLIENT of any incident whereby any CLIENT
employee approaches IDC and / or its employees with an intention of colluding to commit any
acts to defraud CLIENT, failing which IDC will be deemed to be party to such fraud and liable
for any loss or damage caused to CLIENT by the commission of such acts.

12. Notices

Any notice required or permitted to be given hereunder shall be in writing and shall be sent by
registered mail service or a courier service. All notices shall be deemed to have been validly given
on the business date of the receipt of the courier or registered mail. A copy of the notice shall also
be sent to the Head of Human Resources department.











Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











Either party may from time to time, change its address or representative for receipt of the notices
provided for in this agreement, by giving the other party not less than thirty (30) days prior written
notice in accordance with this clause.

13. Assignment
IDC may not assign this agreement or the rights or obligations hereunder without the express prior
written consent. This agreement shall insure to bind the successors and assigns of the respective
parties.

14. No Third Party Beneficiaries
The provisions of this agreement are for the benefit of the parties and not for any other person or
entity.

15. Waivers and Amendments
Waiver by either party of any default by the other party shall not be deemed to be waiver of any
other default. No provision of this agreement shall be deemed waived, amended or modified by
either party, unless waiver, amendment or modification is in writing and signed by the authorized
representatives of the party against whom it is sought to enforce such waiver, amendment or
modification.

16. Headings
The articles, clauses and paragraph headings are for reference purposes only and shall not in any
way affect the meaning and interpretation of this agreement.

17. Governing Law
This agreement shall be governed by and construed according to the laws of India without regard
to its rules on conflicts of law.

18. Severability
The provisions of this agreement are severable. If any part, term or provision of this agreement
shall be held illegal, unenforceable or in conflict with any law of central or state government having
jurisdiction over this agreement, the validity of the remaining portions shall not be affected
thereby. Any invalid or unenforceable provision of this agreement shall be replaced with a
provision, which is valid and enforceable and most nearly reflecting the original intent of the
unenforceable provision.

19. Entire Agreement
This agreement constitutes the entire agreement between the parties in respect of the subject
matter thereof. This agreement supersedes any and all prior agreements either oral or in writing
among the parties in respect of the subject matter thereof.


20. Expenses
Each party shall pay its own costs in relation to the execution of this agreement.

21. Authorizations
The parties have obtained all applicable approvals and permissions to execute this agreement.

22. Agreement to be executed in counterparts
This agreement shall be executed in counterparts and each shall be considered an original. Each
party shall retain one original.











Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











IN WITNESS WHEREOF, the Parties hereto have set their hands and seal the day, month and year
first hereinabove written.





For : Accenture Services India Ltd.

Name : Authorized Signatory Name
Title/Designation : Authorized Signatorys
Designation


Signature:_______________



For: IDC Technologies Solutions (I) Pvt. Ltd.

Name : Raju Kumar
Title/Designation : Manager - Consulting


Signature:_______________


















Artech Infosystems Pvt. Ltd.
(Formerly Softek Pvt. Limited)
An ISO 9001:2000 Company











Annexure I



The Professional Fees charged will be based on the CTC as mentioned in the offer letter and will not include
onetime payment like Relocation Charges, Joining bonus etc.

a. 8.33% of CTC for 0-5 Years of experience.
b. 10.5% of CTC for 5-8 Years of experience.
c. 12.5% of CTC for 8-12 Years of experience.
d. 15% of CTC for 12 Years & above of experience.

All rates are exclusive of taxes.
These rates are applicable for offshore based location i.e. within India
Invoice will be generated within 30 days of joining for a selected resource.
All cost, prior to selection and before on boarding of a candidate will be borne by <Company Name>
All rate negotiations will be accomplished ONLY through authorized personnel at both ends.
Payment shall be made in 45 days from the date of joining of a resource.



Terms & Conditions:
Service Tax:
As per norms and laws service tax will be applicable.







For : Accenture Service India Ltd

Name : Authorized Signatory Name
Title/Designation : Authorized Signatorys
Designation


Signature:_______________



For: IDC Technologies Solutions (I) Pvt. Ltd.

Name : Raju Kumar
Title/Designation : Manager - Consulting


Signature:_______________