service agreement with promoters

SERVICES AGREEMENT

This Services Agreement (hereinafter referred to as “Agreement”) made on this ____ day of

____________ 2015 (hereinafter referred to as the “Effective Date”) by and between:

INDIAN TELECOM INNOVATION HUB-TECHNOLOGY BUSINESS INCUBATOR, a Society under

the Travancore – Cochin Literary Scientific and Charitable Societies Registration Act, 1955, and

having its Registered Office at 41/3197, Fourth Floor, Bhageeratha Square, Near Town Hall,

Kacherippady, Cochin – 682018 (hereinafter referred to as “ITIH-TBI” which expression shall

unless excluded by or repugnant to the subject or context be deemed to include its successors

in interest and assigns);

MOBME WIRELESS SOLUTIONS LIMITED, an unlisted public company incorporated under the

aegis of the Companies Act, 1956, having its registered office at 41/3197, Fourth Floor,

Bhageeratha Square, Near Town Hall, Kacherippady, Cochin – 682018 (hereinafter referred to

as the “MobME” which expression shall, unless repugnant to the context or meaning thereof,

mean and include its successors and assigns); and

__________________________________, s/d/o __________________________________,

aged around ____ years, holding PAN card / Passport / Aadhar card / driving license No

_______________ and residing at _________________________________________

___________________________________ and having his/her permanent address at

______________________________________________________________________________

(hereinafter referred to as “Promoter” which expression shall unless excluded by or repugnant

to the subject or context thereof be deemed to include his / her heirs and permitted assigns).

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ITIH_TBI and MobME are hereinafter collectively referred to as the “Service Provider”. The

Service Provider and the Promoter are hereinafter individually referred to as “Party” and

collectively as “Parties”.

WHEREAS:

1. The Promoter is a/the ________________________ of

[__________________________________________________________________ Limited, a

company registered within the meaning of the Companies Act, 2013 and having its

registered office at] OR [____________________________ a partnership firm / LLP having

its registered / principal office at] OR [____________________ a sole proprietary concern

with its principal office at]

__________________________________________________________________________ 1

(hereinafter referred to as “Start Up”, which expression shall unless excluded by or

repugnant to the subject or context thereof be deemed to include its successors in interest,

liquidators, administrators and permitted assigns).

2. The Service Provider have been providing the Start Up and Promoter with incubation

facilities and services at KINFRA Hi Tech Park, Opposite to Co-operative Medical College,

HMT Colony P.O, Kalamassery, Cochin - 683503 (“Startup Village”) since ________ in

accordance with the terms and conditions of a Physical Incubation Services Agreement

dated ________ executed between the Service Provider and the Start Up (“Incubation

Agreement”).

3. In consideration for the facilities and services and mentoring, which is being provided by the

Service Provider in accordance with the Incubation Agreement, which has benefited both

the Start Up and the Promoter and other Key Employees, the Parties have discussed and

agreed to certain additional consideration that is to be paid by the Promoter to the Service

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Provider in certain events and are entering into this Agreement to record such terms and

conditions as mutually agreed.

NOW THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL COVENANTS

HEREINAFTER CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE- I

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, including in the Recitals, and unless the context requires otherwise, the

following words and expressions shall have the following meanings:

a. “Agreement” means this Services Agreement, as the same may be amended, modified

and/or supplemented from time to time in writing, in accordance with the terms and

conditions hereof;

b. “Cost to Company” refers to the total expenses incurred by a company on a given

employee in a year;

c. “Key Employees” means the promoters and employees of the Start Up as mentioned in

Schedule 1 hereto;

d. “Law” includes all statutes, enactments, Acts of Legislature or Parliament, laws,

ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions,

directives and orders of any Government, Statutory Authority, Tribunal, Board, Court or

recognized Stock Exchange and if applicable, international treaties and regulations as

amended from time to time;

e. “Losses” includes all losses, claims, costs, and damages (whether direct, indirect,

general, special, absolute, accrued, conditional or otherwise and whether or not

resulting from third party claims), including interests and penalties with respect thereto

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and out-of-pocket expenses, including reasonable attorneys' and accountants' fees and

disbursements;

f. “Potential Employer” means an employer referred to in Section 2.1 to whom the

Promoter of the Start Up is introduced by the Service Provider; and

g. “Premises” mean the facilities in the Startup Village provided by the Service Provider or

their associates specifically to the Start Up for its use in accordance with the terms of

the Incubation Agreement.

ARTICLE - II

TERMS OF THE AGREEMENT

2.1 Job Referral

The Service Provider may from time to time introduce the Promoter to potential

employers. If the Promoter receives and accepts an offer of employment from a

Potential Employer, the Promoter agrees to pay the Service Provider an amount equal

to Ten percent (10%) of the Promoter’s annual salary on a Cost to Company basis within

Fifteen (15) days from the date of commencement of such employment by the

Promoter, time being of the essence. For the avoidance of doubt, it is hereby agreed

and confirmed by the Promoter that the services provided by the Service Provider in

introducing the Promoter to the Potential Employer thereby assisting the Promoter in

obtaining employment constitutes adequate consideration for the amounts payable by

the Promoter in accordance with this Section 2.1.

2.2 Acquisition of the Start Up or Acquihire of Key Employees

In consideration of the mentoring and incubation facilities and services provided by the

Service Provider to the Promoter and the Start Up in accordance with the Incubation

Agreement, the Promoter agrees to pay the Service Provider Twenty percent (20%) of

the aggregate value of all cash bonuses (including sign-on bonuses and retention /

staggered bonuses) and all other consideration whatsoever (including but not limited to

cash, securities, options any other properties and assets whatsoever) received (or to be

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received over a period of time) by the Promoter in the following events:

a. If the Start Up is acquired wholly / partly by any person and the Promoter

receives any such consideration as mentioned above paid / payable in cash /

kind for either (a) purchase of shares and other securities or the stake held by

the Promoter in the Start Up and/or (b) otherwise in connection with /

consideration for such acquisition; or

b. If the business, assets, Key Employees and/or the intellectual property rights of

the Start Up are wholly / partly sold, transferred or surrendered to any other

person / entity and/or the Key Employees of the Start Up take up employment /

engagement with any one other person / entity and the Promoter receives any

consideration whatsoever in cash / kind as mentioned above in connection such

sale, transfer or surrender and/or the mass resignation and/or movement of the

Key Employees to employment / engagement with another person / entity.

2.3 It is acknowledged and confirmed by the Promoter that the mentoring and incubation

facilities and services provided by the Service Provider as per the Incubation Agreement,

which has benefited the Promoter and Key Employees as well, constitutes adequate

consideration for the amounts payable by the Promoter to the Service Provider in terms

of Section 2.2 above. The amounts referred to in Section 2.2 above shall be payable by

the Promoter within Fifteen (15) days of the Start Up / Promoter agreeing to any of the

events referred to in Section 2.2 above or the occurrence of the said events, whichever

is earlier.

ARTICLE – III

COVENANTS

3.1 The Promoter shall keep the Service Provider informed of all developments pertaining

to securing an employment with any Potential Employer. The Promoter shall also notify

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the Service Provider in writing within Seven (7) days of receiving an offer of employment

from a Potential Employer. Such notice shall also enclose a copy of the offer letter.

3.2 The Promoter shall duly inform the Service Provider in writing within Seven (7) days of the

Start Up / Promoter entering into any discussions with any person for a sale, transfer or

surrender in whole / in part of the Start Up or its business or the Key Employees or any of

the assets of the Start Up including its intellectual property rights.

3.3 The Promoter shall duly and promptly inform the Service Provider in writing within two (2)

days of any change in employment, engagement or time spent on the business of the

Start Up by any of the Key Employees including the Promoter.

3.4 The Promoter shall ensure compliance by the Start Up and all staff and employees,

including the Key Employees, with all of the terms and conditions of the Incubation

Agreement and all other rules and regulations that may be prescribed from time to time

by the Service Provider in / relating to use of the Premises.

ARTICLE – IV

TERM AND TERMINATION

4.1 This Agreement is valid from the Effective Date and until the exipry of a period of Five

(5) years from the Effective date.

4.2 It is hereby clarified and confirmed that termination of the Incubation Agreement will

not affect the validity of this Agreement, which will continue in full force and effect for

its term in consideration for the benefits and services already availed and/or being

availed by the Start Up and the Promoter under the Incubation Agreement and/or this

Agreement.

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4.3 This Agreement can be renewed or amended on such terms as may be mutually agreed

to by the Parties.

4.4 The Service Provider shall have every right to terminate this Agreement and/or the

Incubation Agreement and/or deny incubation services as set forth in the Incubation

Agreement after giving a Fifteen (15) days’ notice, in the following circumstances: -

a) Where the Promoter / Start Up violate / fail to comply with any of the terms and

conditions of this Agreement or the Incubation Agreement; or

b) Where the Promoter / Start Up violate any representation and warranties

mentioned hereinabove or in the Incubation Agreement and/or such other rules

and regulations as may be framed by the Service Provider, from time to time; or

c) Where the Promoter / Start Up commit any fraud, theft or any other offence

punishable under Law; or

d) Such other circumstances as the Service Provider may deem fit in the interest of

the Service Provider.

4.5 In consideration for benefits enjoyed by the Promoter by virtue of the services already

availed and/or being, or expected to be, availed in accordance with the Incubation

Agreement, the Promoter acknowledges that he/she shall not be entitled to terminate

this Agreement.

4.6 Upon the termination of this Agreement, the Promoter and Start Up shall:

i. Be prohibited from accessing the Premises of the Service Provider,

ii. Not be permitted to use Service Providers’ address for communication purposes

in any form whatsoever.

4.7 If the Promoter violates / fails to comply with any of the clauses mentioned in this

Agreement, the Service Provider will have absolute discretion to take necessary actions

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including but not limited to initiating legal action for specific performance, claiming

damages or other remedies as available under Law.

ARTICLE V

5.1 Indemnification

The Promoter shall keep the Service Provider indemnified in the event of Losses or

damage suffered and/or incurred by the Service Provider due to fire or natural calamities

of the structures / equipment / fittings or part thereof, or from any third party liability

arising from such event, or any other accident / event within the Premises and / or

Startup Village and/or any fraud, negligence or misrepresentation on the part of

Promoter and/or any default by the Promoter or Start Up of any of the terms of this

Agreement and/or the Incubation Agreement.

ARTICLE – VI

6.1 Applicable Law & Settlement of Disputes

This Agreement shall be construed, governed by, interpreted and applied in accordance

with the Laws of India. Any dispute arising out of or in connection with this Agreement,

including any question regarding its existence, validity or termination, shall be referred

to and finally resolved by arbitration under Arbitration and Conciliation Act, 1996. The

award made by the arbitrator shall be final and binding on both Parties. The seat of

arbitration shall be Cochin, Kerala. All arbitration proceedings shall be conducted in

English language. The arbitration shall be conducted by a sole arbitrator in case Service

Provider and Start up agree upon the appointment of a sole arbitrator, failing which the

arbitration shall be conducted by a panel of Three (3) arbitrators consisting of One (1)

arbitrator jointly appointed by the Service Provider, One (1) arbitrator appointed by the

Start up and the third arbitrator jointly appointed by the two arbitrators appointed as

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aforesaid. Subject to the above, the courts in Cochin, Kerala shall have jurisdiction over

all matters relating to this Agreement.

ARTICLE – VII

MISCELLANEOUS

7.1 Service of Notice

Service of a notice or any communication must be effected by one of the following

methods:

(a) by hand to the relevant address as set out in Section 7.2 and shall be deemed

served upon delivery, if delivered during a business day or at the start of the next

business day, if delivered at any other time; or

(b) by prepaid first-class post/registered post/speed post to the relevant address set

out in Section 7.2 and shall be deemed served at the start of the Fourth (4th)

business day after the date of posting; or

(c) by electronic mail transmission in “portable document format” (“.pdf”) to the

relevant e-mail addresses set out in Section 7.2 and shall be deemed served on

dispatch, if dispatched during a business day or at the start of the next business

day, if dispatched at any other time, provided that in each case a receipt indicating

complete transmission of the notice is obtained by the sender.

7.2 Address for Service

ITIH-TBI:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

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Email: __________________________________________________

MobME:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

Promoter:

Name: __________________________________________

Designation: _____________________________________

Address: _________________________________________________________________

________________________________________________________________________.

Email: __________________________________________________

7.3 Headings

The headings of various Articles and clauses herein are inserted for convenience of

reference and are not deemed to affect the construction of the relative provisions.

7.4 English Language

All notices or formal communications under or in connection with this Agreement shall be

in the English language.

7.5 Assignment

Unless specifically otherwise provided in this Agreement, neither Party shall have the right

to assign their respective rights hereunder or transfer their respective rights and

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obligations, in whole or in part, to any third party. Provided however that the Service

Provider, may at their discretion, assign, transfer, novate and/or delegate any of their

rights and obligations to any third party.

7.6 Severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable under

the laws of any jurisdiction, then such provision shall (so far as it is invalid or

unenforceable) be given no effect and shall be deemed not to be included in this

Agreement but without invalidating any of the remaining provisions of this Agreement

which shall not in any way be affected or impaired. The Parties hereto shall then use all

reasonable endeavours to replace the invalid or unenforceable provisions with a valid

and enforceable and mutually satisfactory substitute provision, achieving as nearly as

possible the intended commercial effect of the invalid, illegal or unenforceable

provision.

7.7 Waivers And Remedies

No failure or delay by the Parties in exercising any right or remedy provided by Law

under or pursuant to this Agreement shall impair such right or remedy or operate or be

construed as a waiver or variation of it or preclude its exercise at any subsequent time

and no single or partial exercise of any such right or remedy shall preclude any other or

further exercise of it or the exercise of any other right or remedy.

7.8 Variation

The Service Provider shall be entitled to vary the terms of this Agreement (or of any of

the documents referred to in this Agreement) at such circumstances as they may deem

fit in the interest of the Parties to this Agreement. Such variation shall not come into

effect unless it is made by an instrument in writing and signed by duly Authorized

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Representatives of each of the Parties hereto. The expression “variation” shall include

any variation, amendment, supplement, deletion or replacement however effected.

7.9 Counterparts

This Agreement may be executed in one or more counterparts, each of which when duly

executed and delivered shall be deemed an original but all of which together shall

constitute one and the same instrument and any Party may execute this Agreement by

signing any one or more of such originals or counterparts. The delivery of signed

counterparts by facsimile transmission or electronic mail in “portable document format”

(“.pdf”) shall be as effective as signing and delivering the counterpart in person.

7.10 Costs and Expenses

Each of the Parties shall bear their own legal costs, disbursements charges and expenses

incurred in and about the negotiation, preparation and execution of this Agreement and

any other document executed in connection with this Agreement. However, stamp duty

payable in relation to this Agreement and any other document executed in connection

with this Agreement shall be borne by the Start Up.

7.11 Waiver not to impair the rights of the Service Provider

No delay in exercising or omission to exercise any right, power or remedy accruing to

the Service Provider upon any default under security documents or any other

document shall impair any such right, power or remedy nor shall be construed to be a

waiver thereof nor any acquiescence in such default, nor shall the action or inaction of

the Service Provider in respect of any default, or any acquiescence by it in any default

affect or impair any right, power or remedy of the Service Provider in respect of any

other default.

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SCHEDULE 1

LIST OF KEY EMPLOYEES

1. ___________________________________________ (name), _______________________

(designation), s/d/o ________________________________________________, aged

____ years, holding PAN card / Passport / Aadhar card / driving license No

_______________ and residing at

__________________________________________________________________ and

having permanent residence at _____________________________________________

_________________________________________. Tel No: _______________________.

Cell No ____________________.

2. ___________________________________________ (name), _______________________




__________________________________________________________________ and


_________________________________________. Tel No: _______________________.

Cell No ____________________.

3. ___________________________________________ (name), _______________________




__________________________________________________________________ and


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_________________________________________. Tel No: _______________________.

Cell No ____________________.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY

EXECUTED AND DELIVERED BY THEIR DULY AUTHORISED REPRESENTATIVES AS OF THE DAY

AND YEAR HEREINABOVE WRITTEN

Signed and delivered for and on behalf

of INDIAN TELECOM INNOVATION

HUB-TECHNOLOGY BUSINESS

INCUBATOR (ITIH -TBI)

By:

Title:

Signed and delivered by PROMOTER Mr. /

Ms. _______________________________

Signed and delivered for and on behalf

of MOBME WIRELESS SOLUTIONS

LIMITED

By:

Title:

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service agreement with promoters

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