Private and Confidential

Address & Date

Engagement Letter

This letter is to confirm the terms of engagement and scope of services to be provided by XYZ(The Consultant) with
respect to Labour law compliances for ABC(The Company)
.

A. SCOPE OF WORK

B. FEES & PAYMENT

You shall receive monthly retainer ship fees of Rs. ------ for rendering the above mentioned services, upon raising a
bill/invoice on or before 15th day of each calendar month which shall be payable on 30th day of such month.

C. CONFIDENTIAL INFORMATION
Confidential Information means any and all non-public information provided or revealed by (Discloser) to you
(Recipient) or otherwise learned by a party during the course of performance under this Engagement Letter,

including without limit Employee and Third Party Data, software, programs, prices, processes, requirements,
documentation, Developments, financial, marketing and other business information, and any other material or
information that is identified at the time of disclosure as confidential or proprietary or which otherwise one would
reasonably expect to be confidential or proprietary. Recipients obligations of confidentiality hereunder shall not apply
to information that: (a) is or becomes public through no fault or breach by Recipient, (b) is or becomes known to
Recipient (either directly or rightfully through a third party) without an obligation of confidentiality, (c) is independently
developed by Recipient without use of or access or reference to Disclosers Confidential Information, (d) is disclosed
with the prior written approval of Discloser applicable. Furthermore, The Consultant shall safeguard the physical
integrity and condition of all Provider facilities where Employee and Third Party Data is held, stored or archived and
will only use for such purposes those facilities which have been pre-approved in writing by ABC. The Consultant shall
not subcontract any of its obligations with respect to Employee and Third Party Data without first obtaining ABCs prior
written approval. The Consultant shall notify ABC immediately in the event that any Employee and Third Party Data is
compromised in any way and shall promptly assist and cooperate with ABC in responding to inquiries and complaints
concerning the compromise in a timely and substantive manner, including without limit those inquiries and complaints
brought by customers, employees, government or regulatory authorities, or other third parties. The Consultant agrees
that any breach of this section will result in irreparable harm to ABC for which monetary damages will not be sufficient
and that ABC will be entitled to an injunction, specific performance or other equitable relief without the need to post a
bond and without prejudice to any other rights or remedies ABC may have.

D. PUBLICITY

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You shall have no right to use ABCs name, logos or trademarks or otherwise make reference to ABC, its relationship
with Consultant or any benefits ABC has or may derive in connection with this Agreement or its relationship with
Consultant, without obtaining ABCs prior written consent on a case-by-case basis.

E.LIMIT OF LIABILITY
Notwithstanding to the contrary (1) no limitations of liability shall apply to any breaches or confidentiality of data
privacy and protection obligation and (2) ABCs total cumulative liability under this engagement letter shall be limited
to the amount paid by the ABC under this engagement letter, except to the extent permissible by law.

F. INDEPENDENT CONTRACTOR
Nothing herein shall be interpreted to create an employer-employee relationship between the company and the
consultant. Consultant is an Independent contractor and not an employee of the company. Consultant will not
represent to be or hold himself as an employee of the company.

G. REPRESENTATIONS AND WARRANTIES

The Consultant will make no representations, warranties, or commitments binding the Company without the
Companys prior written consent.

H. GOVERNING LAW
Not anything to the contrary this engagement will be governed by and construed exclusively in accordance with the
laws of India. All claims and proceedings arising under this engagement shall be brought exclusively in ......., India and
Parties hereby consent to the personal Jurisdiction therein.

I. MISCELLANEOUS
Notwithstanding anything contrary (1) Nothing shall limit or restrict ABC from bargaining any claim in accordance with
applicable statute of limitation for the claim and no attempt to limit such time period shall be valid or enforceable and
(2) Nothing shall limit prohibit or restrict ABC from seeking immediate protection of its confidential and/or
Proprietary information from a court of law of competent jurisdiction regardless of any agreed upon dispute resolution
procedure such as executive escalation, mediation or arbitration

J. TERM
Once agreed upon, this letter will be effective from , 2010 till . 2011 please confirm in writing your
agreement to the term of this letter. The Company may, at its option, renew this Agreement for an additional term (as
per the requirements of the company) on the same terms and conditions as set forth herein by giving notice to
Consultant of such intent to renew on or before .........., 2011).

K. TERMINATION
Either party may terminate this agreement, before the above date, by giving one month notice. Upon termination of the
assignment(s) in any manner whatsoever, I Consultant shall handover all the documents, papers, materials,
equipments or any other property of the company in my possession or control to a person Authorized by ABC.

Please Sign the duplicate of the agreement as token of acceptance to the terms and conditions of the engagement
and return the same.

Accepted by:

------------------

___________________________
Name (The Consultant)

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&

ABC Private Limited (The Company)

_____________________________
Name Designation: Director