AGREEMENT FOR EMAIL CREATION SERVICES

THIS AGREEMENT is made the [ ] day of [ ]

2009
BETWEEN

(1) Oasis Infotech incorporated in India at T2\34,

Industrial Estate, Balasore, Orissa, Pin- 756001 (“The
First party”)
and
(2)_____________________________ a limited Call Centre
whose registered office is at [
.] ("the Call Centre").

BACKGROUND
(A) First party is authorized under the Communications
Act 2003 to operate telecommunications systems in the
USA.
(B) First party is willing to provide, and the Call
Centre wishes to
receive, various services on the terms and conditions
contained in this Agreement.
The Call Centre wishes to resell the services, as principal,
to its own customers.
1 Standard of Care
The Call Centre shall
1.1 Perform the services for First party for the
duration of the agreement, in a competent
and professional manner, with reasonable
skill and
care, and in accordance with good industry
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001
Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
 standards
1.2 Keep detailed records of all actions taken by it
in the performance of the services and shall
make such records available to First party for
inspection
and/or provide such records.

2 Indemnities
The Call Centre agrees to indemnify and keep
indemnified First party from and against all costs, claims,
demands, liabilities, expenses damages and losses
arising out of and in connection with the Call Centre
negligence, default or breach of these terms.

3 OPERATIVE CLAUSES

3.1 Interpretation
In this Agreement:

3.1.1 Unless the context otherwise requires: ”the Act"

means the Communications Act 2003.
"Agreement" means this document including any
schedule hereto, as the
same may by written agreement between the parties be
varied amended
or extended from time to time.
"Business Day” means any day (other than a Saturday
or a Sunday) on which clearing banks are open in New
York for a full range of commercial banking transactions.
"Commencement Date" means the date of this
Agreement.

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
“Confidential Information” means all information
which relates to the business, affairs, products,
developments, trade secrets, know-how, personnel,
customers and suppliers of each party (including, for the
avoidance of any doubt, any information in relation to
the First party) and which may be reasonably regarded as
the confidential information of the disclosing party.
"Customers" means persons contracting with the Call
Centre, or persons which have contracted with such
direct customers of the Call Centre, for services that are
dependent upon a First party Service.

“Operational Day” means 0000 to immediately before

2400 Monday to Friday excluding US Public and Bank
Holidays.

“Site” means a place at which First party agrees to

provide a service.

"System" means the telecommunications system which

First party is authorized to run under the Act References
to clauses or schedules are references to clauses of or
schedules to this Agreement and references to
paragraphs are to paragraphs in the relevant schedule.
3.1.2 References to persons will be construed so as
to include any body corporate, unincorporated
association, individual, firm, government, State or
agency of the State, local or municipal authority or
government body or any joint venture, association or
partnership (whether or not having separate legal
personality).
3.1.3 Words used in the singular only shall include
the plural where appropriate and vice versa.

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
3.1.4 The headings to the clauses of this Agreement
and to the paragraphs of the schedules will not affect
its construction.
3.1.5 References to the “parties” are to First party and
the Call Centre collectively and any reference to a
“party” shall be a reference to one of them.
3.1.6 A reference to any statute or statutory provision
shall be construed as a reference to the same as it may
have been, or may from time to time be, amended,
modified or re-enacted.
3.1.7 Any reference to a “day” (including within the
phrase “Business Day”) shall mean a period of 24 hours
running from midnight to immediately before the
following midnight.
3.1.8 References to times are to London time unless
otherwise specified.

3.1.10 The singular includes the plural and vice versa

and any gender includes any other gender. And

3.1.11 The words “other”, “include” and “including” do

not connote limitation in any way.

3.2 The schedules form part of this Agreement and will

have the same force and effect as if expressly set out in
the body of this Agreement.

3.3 If and to the extent that there is an inconsistency

between the terms of any Schedule and this Agreement,
the terms of the body of this Agreement shall prevail
unless expressly stated otherwise.
4. Duration
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001
Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
Subject to the provisions for earlier termination contained
in this Agreement this Agreement will come into effect on
the Commencement Date and will expire On completion
of 1(One) years of period and terminated by either party
giving to the other at least one calendar month’s notice
in writing to expire at the end of the Initial Period or at
the end of any calendar month thereafter.
5. Charges and Payments
Payment will take the form of either cheque or bank
transfer.
Payment will be done on regular basis, 1st payment will
be after 5th day doe to quality assurance then it will be on
regular basis.

The Call Centre shall be paid as amount of Rs.350 for

1000 Gmail id’s.
6. Suspension of Services
6.1 First party may (without prejudice to its other rights)
suspend the provision of the First party in whole or in
part, with immediate effect if:-

6.1.1 First party is obliged to comply with an order,

instruction or request of Government, an emergency
services organization, or other competent
Administrative or regulatory authority, including YPAA.
First party has reason to believe a First party is being
used in a manner which would or might breach the
provisions of any Clauses.
The Call Centre is in breach of any of the material terms
of this Agreement, or For operational reasons or in case
of emergency.

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
7. Claw Backs
First party reserves the right to claw back any
commissions that have been made to the Call Centre. The
reasons for these claw backs will be for excessive
complaints or return calls to the central complaints
department based in Texas, under the 14 day re-dressal
policy.
8. Liability
8.1 Nothing in this Agreement shall exclude or restrict
First party Service’s liability for death or personal injury
resulting from the negligence of Access Staffing or its
employees while acting in the course of their
employment or for fraud.
8.3 First party shall not be liable to the Call Centre or
any Customer in
contract, tort or otherwise, including any liability for
negligence, for any loss of revenue, business, time,
opportunity, data, anticipated savings or profits or for any
indirect or consequential loss howsoever arising.
8.4 Except as expressly set out in this Agreement, all
conditions, warranties, terms, undertakings and
obligations implied by statute, common law, custom,
trade usage or otherwise are hereby wholly excluded.
9. Notices
9.1 Any demand, notice or other communication given
or made under or in connection with this Agreement by
one party to the other will be in writing and will be
delivered by the method referred to in clause 9.2
unless otherwise specifically provided in the First party
Handbook.

9.2 Any such demand, notice or other communication

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
will be sent to the recipient at the address given in this
Agreement, or to such other address as notified in
writing from time to time, and will be deemed to have
been duly given or made as follows:-

9.2.1 If sent by prepaid first class post, on the

second Business Day after the date of
posting.

9.2.2 If delivered by hand upon delivery, unless such

delivery occurs on a day which is not a
Business Day or after 4.00pm on a Business
Day, in which case it will be deemed to have
been given or made at 9.00am on the next
Business Day, or
9.2.3 If sent by facsimile, on completion of
transmission provided that where transmission
occurs after 4.00pm on a Business Day or on
a day which is not a Business Day, in which
case it will be deemed to have been given
or made at 9.00am on the next Business Day.
10. General
10.1 This Agreement represents the entire
understanding between the parties and
supersedes any and all other written recorded
and oral communications between them.

10.2 Both parties acknowledge that:

10.3 Neither of them has been induced to enter
into this Agreement by any representations,
warranty or other assurance not expressly
incorporated into it; and

10.4 In connection with this Agreement both

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001
Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
 parties only rights and remedies in relation to
any representation, warranty or other
assurance are for breach of contract and that
all other rights and remedies are excluded,
except in the case of fraud.

10.5 This Agreement shall not be varied

other than in writing, signed by the duly
authorized representatives of First party and
the Call Centre except where First party has
the right under this Agreement to make
variations subject to written notice.
10.6 Neither party shall not assign nor may
otherwise deal with all or any of its rights nor
obligations under this Agreement without the other
party’s prior written consent, save that First party
assign or otherwise deal with all or any of its rights
and obligations under this Agreement to any third
party.
10.7 The Call Centre and First party each agree not
to use or refer to the name of the other party
in any article, announcement or published
literature without the
express written consent of the other party.

10.8 Other than in respect of the Call Centre’s

obligations to pay the Charges, neitherparty
shall be liable to the other for any breach of this
Agreement or failure or delay to perform any
obligation where such breach or failure or
delay was the result of any act of God,
insurrection or civil disorder, war or military

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
 operations, inclement weather, failure or
shortage of power supplies, flood, drought,
lightning or fire, national or local emergency,
acts or omissions of government, highway
authority or other government or regulatory
authority, compliance with any statutory
obligation, industrial disputes of any kind, the
acts or omissions of network operators or any
other cause beyond that party's reasonable
control.
10.9 Nothing in this Agreement shall create a
partnership or joint venture between the parties
or constitute any party being the partner,
agent or legal representative of theother.
10.10 Failure by either party to exercise or enforce
any right conferred by this Agreement shall not be
deemed to be a waiver of any such right nor operate
so as to bar the exercise or enforcement thereof or
of any other right on any later occasion.
10.11 Each party undertakes to the other that it
shall keep and shall procure that its directors,
officers, employees, servants, agents and
subcontractors (as appropriate) shall keep
Confidential Information secret and confidential
and shall only use Confidential Information in
accordance with performing this

Agreement and in particular not use, copy, adapt, alter or

part with possession of, or disclose to any other third
party any Confidential Information PROVIDED THAT:-

10.12 Nothing herein shall prevent the use or

disclosure of any Confidential Information not
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001
Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
 treated by the other party as confidential or
which does not properly belong to it; and
10.13 The party receiving such Confidential
Information shall not be prevented from using
or disclosing the same to the extent that it
is in or comes into the public domain
otherwise than through the default or
negligence of the receiving party, or to the
extent that its disclosure is required by law.
10.14 In the event that any provision of this
Agreement is held to be void, illegalor
unenforceable the relevant provision shall be
deemed not to be or never to have been or
formed a part of this Agreement and the
remaining provision of this Agreement shall
continue in full force and effect.
10.15 A person who is not party to this
Agreement has no right under the Contract
(Rights of Third Parties) Act 1999 or otherwise
to enforce any term of this Agreement.

10.15 This Agreement shall be governed, construed

and take effect in all respects in accordance
with US law. The parties irrevocably submit to
the exclusive jurisdiction of the US courts for
the purpose of hearing and determining any
dispute arising out of or in connection with this
Agreement save that the Call Centre shall not
object to First party seeking enforcement of
any resultant judgment in any court in any
territory having jurisdiction over the Call
Centre or its assets

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com
IN WITNESS WHEREOF, the undersigned, by their duly
authorized representatives, have executed this
Agreement on the date stated at the beginning of this
Agreement.

Signed by a duly authorized Signed by a

duly authorized
Representative for and behalf of
Representative for and behalf of Oasis Infotech
_______________________

Signature:_______________
Signature:_______________
Name: ________________
Name:_________________
Position: ________________
Position:_________________
Date:_________________ Date:__________________

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001

Kolkata: 115 N.S.C Road. Pin: 700 148.
Email: outsourcing.oasis@gmail.com