This Independent Contractor Agreement (“the Agreement”) is entered into as of <date> (“Effective Date”) by and between:

Nilenso Software LLP, a limited liability partnership firm, with its registered office at 3453, 4th floor, 5th Main, Indiranagar 2nd Stage, Bengaluru 560038, INDIA (hereinafter referred to as “Company” which expression shall mean and include its representatives, successors-in-office and assigns) on the FIRST PART;

AND

<Client name>, with its registered office at <client address> (hereinafter referred to as “Client” which expression shall mean and include its representatives, successors-in-office and assigns) of the SECOND PART;

Company and Client, wherever the context so permits shall individually be referred to as “Party” and collectively as “Parties”

WHEREAS:

1. Company is in the business of designing and developing web and mobile products (collectively “Services”).
2. Client is engaged in the business of <explain services provided>.
3. Client wishes to utilize the services of Company to develop customized software applications, the details of which are more fully available in Annexure A herein.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS

1. SCOPE OF SERVICES

   • Subject to the terms and conditions of this Agreement, Company shall perform the Services, as elaborated in the statements of work attached hereto as Annexure A. A Statement of Work will set forth the scope of Services to be provided. The Parties may enter into additional statements of work, and, if so, each will constitute a separate contract subject to the terms and conditions of this Agreement.
   • For the purpose of clarification, the Services rendered and the commercials correlative to that shall be based on an estimate of time that Company spends on the projects. In case of any changes in the specifications of the project, the deliverables and the timelines correlative to it shall accordingly stand modified. Client expressly disclaims any objections to the same, post commencement of a specific project as laid out in the Annexure A.
   • Client shall be solely responsible for the specification, the product management and the direction of the project. Any changes in the same, which influences the project, shall be the sole responsibility of Client.

2. PRICING AND PAYMENT TERMS

   Company agrees to undertake and complete the Services as defined in Annexure A.

   Invoices shall be raised at the start of every month every [30] days, or at the end of the engagement (whichever comes first), and the payments shall be due within [15] days from the invoice date.

   For the purpose of clarification, Company shall be permitted to suspend the Services or terminate in keeping with Clause 6 herein, in case the payments have not been received from Client for more than [30] days.

3. PROPRIETARY RIGHTS

• Company agrees that the Services provided herein is a “work for hire”, and ownership of any solutions or application developed while providing the Services lies solely and exclusively with Client. Client will be entitled to freely practice the Services and no liability will accrue to Company from such practice.
• Company agrees that the compensation provided herein is adequate for the work undertaken and herein waives any and all right, title and interest in the Services including any ownership through patent, copyright, trademark or otherwise.
• Company shall assist and freely assign without any restriction or limitation all right, title and interest in the Services developed including, but not limited to, patents, patent applications, inventions, designs, trademarks, copyrights, specifications, or other ideas or materials developed or conceived under this Agreement.
• Prior to commencement herein, Company will use its best efforts to notify Client of any intellectual property rights owned or controlled by it that may need to be licensed in order to practice and fully enjoy the ownership rights to the Services.
• Except as expressly licensed herein, neither Party grants to the other Party any license directly or by implication, estoppel or otherwise to its patents, patent applications, copyrights, trademarks, or trade secret information by virtue of this Agreement herein.

4. CONFIDENTIALITY OBLIGATIONS

• “Confidential Information” shall mean all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party, that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the generality of the foregoing, the Services that are developed shall be considered as Client’s Confidential Information.