Agreement For Development Of Portal
| Updated at | March 2010 |
AGREEMENT
BETWEEN
X. LTD.
AND
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INFO LTD.
AND
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SOFTWARE
THIS AGREEMENT made at Mumbai dated this ____ day of _____ 2000 BETWEEN X. LTD. a company incorporated under the Companies Act 1956 and having its registered office at ______________________ (hereinafter referred to as `X. LTD.'' which term shall mean and include its successors and assigns) of the First Part, AND Y INFO LTD. a company incorporated under the Companies Act 1956 and having its registered office at _______ (hereinafter referred to as `Y LTD'' which term shall mean and include its successors and permitted assigns) of the Second Part AND Z SOFTWARE (a division of Z Computers Ltd. a company registered under the Companies Act 1956 and having is registered office at ______________ Mumbai) (hereinafter referred to as `Z LTD.'' which term shall mean and include its successors and permitted assigns) of the Third Part;
WHEREAS X. Ltd. is a Company engaged in the production and supply _________________situated in _______ and has experience in the field of power and electricity generation for ____ years;
AND WHEREAS Y. LTD. is a company engaged in the creation and development of Software and building web pages and portals for its clients for their business and commercial application;
AND WHEREAS Y. LTD. subcontracts some of its work to Z. LTD. which is a company with a large experience in the development of Software and Computer applications and Z. LTD.works together with Y. LTD. and carries out its assignment in accordance with the specifications of Y. LTD.;
AND WHEREAS X. LTD. has approached Y. LTD. for the development of its portal and website and certain Software in accordance with the specifications provided in the Annexure attached herewith and Y. LTD. has together with Z. LTD. agreed to undertake to develop such portal and website subject to and in accordance with the terms and conditions hereincontained;
NOW THIS AGREEMENT WITNESSETH:
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X. Ltd. hereby appoints Y. LTD. and Z. LTD to carry out the development of a portal and website for X. Ltd. in accordance with the specifications annexed herewith or such variations as may be provided by X. Ltd. from time to time in writing.
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At the times and in the manner set out hereunder X. Ltd. shall pay to Y. LTD. an amount of Rs._____/- (the Contract ______) as outlined in the Terms of Payment. Y. LTD. alone shall be responsible for making all and any payment to Z. LTD and X. Ltd. shall not be responsible to make any payment to Z. LTD. under this Agreement.
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Project Period
3.1 Y. LTD. shall use its best endeavours to ensure that the website/portal project is completed within ____ days from the execution of these presents and on receipt of advance payment.
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Languages
4.1 The portals content will be in three languages, i.e. English, Hindi and Tamil.
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Terms of payment.
5.1 The value of the order under this Agreement is Rs._________________ /- (Rupees ______________only) inclusive of all taxes, if any at various stages of billing.
5.2 Y. LTD. shall deliver to X. Ltd. a claim for payment in accordance with the following Schedule.
(i) Advance on the execution of these presents: 25% (twenty-five per cent) of the Contract amount;
(ii) On supply of 50% of content (with Wind Farm -- India Statistics) and acceptance of such content: 25% (twenty-five per cent) of the Contract amount;
(iii) On supply of 100% of content and acceptance of it: 15% (fifteen per cent) of the Contract amount;
(iv) On handing over of the portal: 25% (twenty-five per cent) of the Contract amount;
(v) On completion of 60 days from hand over: 10% (ten per cent) of the Contract amount;
5.3 Within seven days after receipt by X. Ltd. of a claim for payment, X. Ltd. shall pay to Y. LTD. an amount in accordance with Clause 5.2.
5.4 All contents, information, Software etc. shall become the property of X. Ltd. on full payment by X. Ltd. to Y. LTD. as provided in Clause 5.2.
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Delivery Schedule:
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LTD. and Z. LTD. shall complete the project within days from the date hereof as follows:
(i) 24th ________(Month) i.e. Purchase Order date with advance
(ii) 50/55th day 13 -- 8 ________(Month) 50% of content
(iii) 75th -80th day i.e. 8 -- 13 ________(Month): 100% of content
(iv) 90th day: hand over i.e. 23rd ________(Month)
6.1 In the event of delay in the completion of the project X. Ltd. shall not be liable to pay any amount over the project cost to Y. LTD.. In the event of delay on the part of Y. LTD. or Z. LTD in completing the project Y. LTD. and Z. LTD shall be liable to pay a penalty as provided below which may be adjusted against the payment due from X. Ltd. to Y. LTD. and Z. LTD.
6.2 5% of the Order Value/week of delay at every stage i.e. as per delivery schedule refer to clause 6. All payments to be made by X. Ltd. to Y. LTD. within ____ working days from completion of the task as defined above.
7.1 During the term of the Agreement, any confidential information received by either party, under and by virtue of this Agreement, shall be maintained in the strictest confidence and trust. Such obligations of confidentiality shall cease when:-.
7.1.1. The Confidential Information enters the public domain otherwise than as a result of a disclosure by any receiving party hereunder.
7.1.2 A party is required under order of court or any other competent authority to make disclosure of the Confidential Information or any part thereof.
7.2 In the event that any of the parties becomes legally compelled to disclose any Confidential Information, such party shall give sufficient notice to the other party so as to enable the other party to seek a timely protective order or any other appropriate relief. If such order or other relief cannot be obtained, the party being required to make such disclosure shall make disclosure of the Confidential Information only to the extent that is legally required of it and no further.
7.3 If any Confidential Information enters the public domain or is available to the general public or to any group of persons who are not members, directors or employees of either of the...
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