RECITALS

• Jyotirmoy Schools is in the business of providing its clients with outplacement or outsourcing services, including the placement of remote contractors.
• The Client has asked, or is considering asking, Jyotirmoy Schools to offer its services to The Client for the placement of contractors.
• Jyotirmoy Schools will provide the Services to The Client on the terms and conditions of this Service Agreement.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

Schedule 1 sets out the Definitions and Interpretation rules for this Service Agreement.

DAY TO DAY OPERATION OF THIS AGREEMENT

• The processes by which The Client may engage Jyotirmoy Schools, make a Request for Services, select an appropriate Jyotirmoy Schools Employee and perform other day-to-day activities pursuant to this Contract are set out within the terms and conditions on Jyotirmoy Schools’s website, which by incorporation forms part of this Service Agreement
• The Client acknowledges and agrees that by entering into this Agreement with Jyotirmoy Schools, this Agreement does not create, establish or otherwise constitute an employment relationship or agreement with Jyotirmoy Schools. The Client assumes all liability for the proper classification of the Jyotirmoy Schools Employee as independent contractors based on any applicable local guidelines. This Agreement does not create a partnership or agency relationship between The Client and the Jyotirmoy Schools Employee who does not have any authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.

DURATION

• This Service Agreement will commence on the Commencement Date and will continue on a month to month term until terminated in accordance with clause 12.

NO Jyotirmoy Schools LIABILITY

• Jyotirmoy Schools is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by The Client, or for which The Client may become liable, arising from:

• The introduction by Jyotirmoy Schools Employee s to The Client (or any delay in such introduction);
• The failure of any Jyotirmoy Schools Employee to accept an offer of an Assignment; or
• The performance of any Jyotirmoy Schools Employee who accepts an Assignment with The Client.

THE CLIENT’S INDEMNITY TO Jyotirmoy Schools

The Client indemnifies Jyotirmoy Schools in respect of losses, liabilities or claims arising from or related to:

• Any acts and omissions of any Jyotirmoy Schools Employee when performing his or her obligations during an Assignment with The Client;
• Any injury suffered by (including death of) a Jyotirmoy Schools Employee because of that Jyotirmoy Schools Employee performing his or her obligations; and
• Any damage to property because of the performance of any obligations by a Jyotirmoy Schools Employee.
• The Client indemnifies Jyotirmoy Schools in respect of any claims by a Jyotirmoy Schools Employee arising from the termination of the Jyotirmoy Schools Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the Jyotirmoy Schools Employee may operate or provides the Services.

RESTRICTION ON DIRECT HIRING OF Jyotirmoy Schools SERVICE EMPLOYEES

• Upon termination of this Contract, The Client or a related body corporate cannot make an offer in respect of a contract, permanent employment, further projects or different assignments to a Jyotirmoy Schools Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve (12) months) until after 12 months following the termination of this Contract.
• The Client cannot directly offer contract, permanent employment, projects or assignments to a Jyotirmoy Schools Employee ’s friends, family members, referrals and network to perform an Assignment for The Client without the involvement and approval of Jyotirmoy Schools.
• Exchanging and asking for any information relating to the agreement such as contract payments and rate between Jyotirmoy Schools and Jyotirmoy Schools Employee is strictly prohibited under this agreement.

INTELLECTUAL PROPERTY

• All material prepared by the Jyotirmoy Schools Employee during the term of this Contract arising out of or concerning the Services (“the Contracted Material”) shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information relating to The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client
• On termination of this Contract, the Jyotirmoy Schools Employee will immediately deliver any material, software or hardware given by The Client to Jyotirmoy Schools so that Jyotirmoy Schools may return them to The Client subject to payment of freight changes by The Client.
• Jyotirmoy Schools, the Jyotirmoy Schools Employee and The Client acknowledge and agree that they cannot to use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.

PRIVACY

The parties (including the Jyotirmoy Schools Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.

CONFIDENTIAL INFORMATION

Subject to Clause 10.2, the Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority (a ‘Disclosure Obligation’).

• When a Disclosure Obligation occurs:

• The Party that is subject to the Disclosure Obligation must inform the other party in writing of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.
• The Party that is subject to the Disclosure Obligation must use reasonable endeavors to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.
• The parties must consult with each other and endeavor to agree the content of any announcement the Party that is subject to the Disclosure Obligation is required to make (to the extent practical within the requirements of the Disclosure Obligation).
• The Party that is subject to the Disclosure Obligation must not, without the prior written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with the this Agreement.

WARRANTIES

Each party represents and warrants to the other party that:

• 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.
• It has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;
• It has provided, or will provide, its employees, contractors and subcontractors with appropriate training, information and procedures to ensure ongoing compliance with this Contract, the Jyotirmoy Schools Privacy Policy and all relevant laws.

TERMINATION

• A party (“the first party”) may immediately (or with effect from any later date it may nominate) terminate this Contract by written notice to the other party if:
• The other party materially breaches this Contract or any other Contract between the parties and fails to remedy such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;
• A receiver, controller, liquidator, administrator or other like person is appointed for the whole or substantially the whole of the other party’s assets, undertaking or business;
• A mortgagee or chargee enforces a security held in respect of the whole or substantially the whole of the other party’s assets undertaking or business;
• A scheme of arrangement between the other party and its creditors is entered into; or
• The other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.

ACCEPTANCE

The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on Jyotirmoy Schools’s website at https://jpsedu.in/ which by incorporation form part of this Contract by:

• The Client making a Request for Services; or
• The Client appointing Jyotirmoy Schools to provide services to The Client; or
• The Client selecting a Jyotirmoy Schools Employee ; or
• 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 Jyotirmoy Schools invoices (whichever is the earliest); or
• The Client indicating its acceptance electronically or in any other format provided by Jyotirmoy Schools.

DUTY OF CONFIDENTIALITY

• Jyotirmoy Schools Employee acknowledge that during this Contract they may each have access to Confidential Information of The Client.
• Jyotirmoy Schools and the Jyotirmoy Schools Employee warrant and undertake not to disclose, use or otherwise deal with any Confidential Information regarding The Client except:

• For the purpose of providing the Services;
• When required to do so by law; or
• With the prior written consent of the Client.

Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that Jyotirmoy Schools or the Jyotirmoy Schools Provider acquired during the term of this Contract.

On the termination of this Contract, or earlier if required to do so by either party, the Jyotirmoy Schools Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. Jyotirmoy Schools Employee must carry out an immediate hand over of all existing tasks.