ADITI TECHNOLOGIES PVT LTD

VENDOR AGREEMENT
This Agreement is made and entered into, as of ____________(Effective Date), by and between Aditi
Technologies Pvt Ltd, a Washington based corporation (hereinafter referred to as Aditi), having a
principal place of business at 2002, 156th Ave NE, Suite 200, Bellevue, WA 98007 and __________,
having a principal place of business at ___________________(hereinafter referred to as Vendor).
This Agreement shall supersede any other Agreements regarding the services described herein
WHEREAS, Aditi has and shall from time to time enter into contracts (hereinafter referred to as "Primary
Agreement") with various customers to supply temporary personnel to perform services for the customer.
WHEREAS, Aditi desires to engage in a partnership with Vendor to provide services to the client(Client
name as mentioned in the Exhibit A) and Vendor wishes to provide services, pursuant to the terms and
conditions of this agreement.
THEREFORE, in consideration of the promises and agreements contained herein, the Aditi and Vendor
mutually agree as follows:
1. Engagement of Services; Vendor Status.
1.1
Project Assignments. Aditi may issue project Assignments to Vendor in the form attached
to this Agreement as Exhibit A (Project Assignment). Subject to the terms of this Agreement, Vendor
will render the services set forth in each Project Assignment accepted by Vendor by the completion dates, if
any, set forth in such Project Assignment.
1.2
Primary Agreement. The services to be rendered by Vendor hereunder consist of a
portion of the work that Aditi was engaged to perform for the third party (Client) identified in the Project
Assignment pursuant to a contract between Aditi and Client (the Primary Agreement). Each of the
provisions of the Primary Agreement that apply to the performance of services by Vendor hereunder is
incorporated by reference. With respect to each such provision incorporated herein, references to Client
shall by deemed to be references to Aditi, as appropriate, and references to Aditi shall be deemed to be
references to Vendor, as appropriate.
1.3
Exclusivity. Vendor acknowledges that Aditi has exclusive right and authority to manage
the Primary Agreement and this Agreement, and to take all actions that it considers necessary to carry out
either. Vendor will not have any right or authority to act or bind Aditi concerning the Primary Agreement.
All Vendor contact with Client or Clients client associated with this Agreement must be coordinated with
Aditi. Vendor agrees to provide the services hereunder to Aditi on an exclusive basis, working solely with
Aditi to provide services to Client.
1.4
Subvendors/SubContracting. Vendor shall not use any subcontractor/subvendor in
connection with the performance of its services hereunder, unless prior written consent has been granted by
Aditi.
2. Compensation.
2.1
Project Assignments. Aditi will pay Vendor the fee set forth in each Project Assignment
for services rendered pursuant to this Agreement. Upon termination of this Agreement for any reason,
Vendor will be paid fees on the basis stated in the Project Assignment(s) for services which have been
completed. Vendor will be reimbursed only for expenses which are incurred prior to termination of this
Agreement for any reason and which are either expressly identified in a Project Assignment or approved in
advance in writing by an Aditi manager. Reimbursement for expenses may be delayed until such time as
Vendor has furnished such documentation for authorized expenses as Aditi may reasonably request.

All invoices for expenses must be submitted by Vendor to Aditi within thirty (30) days of the incurring such
expenses.
2.2
Time Cards. Vendor agrees to utilize time cards in a format acceptable to Aditi showing
the actual hours worked by each employee of Vendor (Consultant) and approved by an authorized
signature of Client. Payment to Vendor by Aditi does not represent Aditis or Clients acceptance or
approval of work performed by Vendor or any Consultants. Should Client at any time dispute any of
Vendors or any of Vendors employees work (whether or not previously paid by Client to Aditi) or
otherwise fail to pay for any part of Vendors work as submitted to Client by Aditi, Aditi may retain an
amount equal to the disputed or unpaid amount out of any future monies owed to Aditi hereunder until the
dispute is fully resolved with Client. Vendor agrees to fully cooperate with Aditi to resolve the dispute. If
the matter is resolved in part or in whole and Client pays Aditi, then Aditi will pay Vendor that amount as
full and final settlement of the disputed or unpaid bill. If the matter is not resolved or is resolved against
the Vendor; Aditi may retain the monies as its own. In either event, Aditi will thereafter have no further
liability to Vendor and owe no further monies in regard to said dispute or said bill.
3.
Independent Contractor Relationship. Vendors relationship with Aditi is that of an
independent contractor, and nothing in this Agreement is intended to, or should be construed to create a
partnership, agency, joint venture or employment relationship. Vendor will not be entitled to any of the
benefits which Aditi may make available to its employees, including, but not limited to, group health or life
insurance, profit-sharing or retirement benefits. Vendor is not authorized to make any representation,
contract or commitment on behalf of Aditi unless specifically requested or authorized in writing to do so by
an Aditi manager. Vendor is solely responsible for, and will file, on a timely basis, all tax returns and
payments required to be filed with, or made to, any federal, state or local tax authority with respect to the
performance of services and receipt of fees under this Agreement. Vendor is solely responsible for, and
must maintain adequate records of, expenses incurred in the course of performing services under this
Agreement. No part of Vendors compensation will be subject to withholding by Aditi for the payment of
any social security, federal, state or any other employee payroll taxes. Vendor agrees to indemnify
Aditi and Client from, any damages, costs or expenses arising out of payment of its employees
wages, federal and state withholding taxes, FICA taxes, unemployment benefits, workers compensation or
other payments which it is required to pay by law to its employees assigned to work hereunder.
4. Intellectual Property Rights.
4.1 Disclosure and Assignment of Innovations.
(a)
Innovations; Aditi Innovations Innovations includes processes, machines,
compositions of matter, improvements, inventions (whether or not protectable under patent laws),
works of authorship, information fixed in any tangible medium of expression (whether or not
protectable under copyright laws), moral rights, mask works, trademarks, trade names, trade dress,
trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and all other subject
matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or other
laws, and includes without limitation all new or useful art, combinations, discoveries, formulae,
manufacturing techniques, technical developments, discoveries, artwork, software, and designs. Aditi
Innovations are Innovations that Vendor, solely or jointly with others, conceives, reduces to practice,
creates, derives, develops or makes within the scope of Vendors work for Aditi (including work for the
Client) under this Agreement.
(b)
Disclosure and Ownership of Aditi Innovations. Vendor agrees to make and maintain
adequate and current records of all Aditi Innovations, which records shall be and remain the
property of Aditi. Vendor agrees to promptly disclose to Aditi every Aditi Innovation. Vendor hereby does
and will assign to Aditi or Aditis designee (including the Client) Vendors entire worldwide right, title and
interest in and to all Aditi Innovations and all associated records and intellectual property rights.

(c)
Assistance. Vendor agrees to execute upon Aditis request a signed transfer of Aditi
Innovations to Aditi or Aditis designee (including the Client) in the form included in each Project
Assignment for each of Aditi Innovations, including but not limited to, computer programs, notes, sketches,
drawings and reports. Vendor agrees to assist Aditi and/or Client in any reasonable manner to obtain,
perfect and enforce, for such entitys benefit, such entitys rights, title and interest in any and all countries,
in and to all patents, copyrights, moral rights, mask works, trade secrets, and other property rights in each
of Aditi Innovations. Vendor agrees to execute, when requested, for each of Aditi Innovations (including
derivative works, improvements, renewals, extensions, continuation, divisionals, continuations in part,
or continuing patent applications thereof), (i) patent, copyright, mask work or similar applications
related to such Aditi Invention, (ii) documentation (including without limitation assignments) to permit
Aditi to obtain, perfect and enforce Aditis right, title and interest in and to such Aditi Invention, and (iii)
any other lawful documents deemed necessary by Aditi or Client to carry out the purpose of this
Agreement.
If called upon to render assistance under this paragraph, Vendor will be entitled to
reimbursement of authorized expenses incurred at the prior written request of Aditi. In the event that Aditi
or Client, as the case may be, is unable for any reason to secure Vendors signature to any document
Vendor is required to execute under this Paragraph 4.1 (c) (Assistance), Vendor hereby irrevocably
designated and appoints Aditi and Aditis duly authorized officers and agents as Vendors agents and
attorneys-in-fact to act for and in Vendors behalf and instead of Vendor, to execute such document with
the same legal force and effect as if executed by Vendor.
(d)
Out-of-Scope Innovations.
If Vendor incorporates any Innovations relating in any
way to Aditis or Clients business or demonstrably anticipated research or development or business which
were conceived, reduced to practice, created, derived, developed or made by Vendor either outside of
the scope of Vendors work for Aditi under this Agreement or prior to the Effective Date (collectively, the
.Out-of-Scope Innovations.) into any of Aditi Innovations, Vendor hereby grants to Aditi or Aditis
designees (including Client) a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to
sublicense through multiple tiers of sub licensees) to practice all applicable patent, copyright, moral right,
mask work, trade secret and other intellectual property rights relating to any Out-of-Scope Innovations
which Vendor incorporates, or permits to be incorporated, in any Aditi Innovations. Vendor agrees that
Vendor will not incorporate, or permit to be incorporated, any Innovations conceived, reduced to
practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any of
Aditi Innovations without Aditis prior written consent.
4.2

Confidential Information.

(a)
Definition of Confidential Information. Confidential Information as used in this
Agreement shall mean any and all technical and non-technical information including patent, copyright,
trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, software source documents, and
formulae related to the current, future and proposed products and services of Aditi and Client, their
respective suppliers and customers, and includes, without limitation, Aditi Innovations, Aditi Property, and
Aditis and Clients information concerning research, experimental work, development, design details and
specifications, engineering, financial information, procurement requirements, purchasing manufacturing,
customer lists, business forecasts, sales and merchandising and marketing plans and information.
(b)
Nondisclosure and Nonuse Obligations. Except as permitted in this paragraph, Vendor
shall neither use nor disclose the Confidential Information. Vendor may use the Confidential Information
solely to perform Project Assignment(s) for the benefit of Aditi and Client. Vendor agrees that Vendor shall
treat all Confidential Information of Aditi and Client with the same degree of care as Vendor accords to
Vendors own Confidential Information, but in no case less than reasonable care. If Vendor is not an
individual, Vendor agrees that Vendor shall disclose Confidential Information only to those of Vendors
employees who need to know such information, and Vendor certifies that such employees have previously
agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound
by terms and conditions substantially similar to those terms and conditions applicable to Vendor under this
Agreement. Vendor agrees not to communicate any information to Aditi and Client in violation of the

proprietary rights of any third party. Vendor will immediately give notice to Aditi of any unauthorized use
or disclosure of the Confidential Information. Vendor agrees to assist Aditi and Client in remedying
any such unauthorized use or disclosure of the Confidential Information.
(c)
Exclusions from Nondisclosure and Nonuse Obligations. Vendors obligations under
Paragraph 4.2(b) (Nondisclosure and Nonuse Obligations) with respect to any portion of the Confidential
Information shall not apply to any such portion which Vendor can demonstrate, (a) was in the public
domain at or subsequent to the time such portion was communicated to Vendor by Aditi or Client through
no fault of Vendor; (b) was rightfully in Vendors possession free of any obligation of confidence at or
subsequent to the time such portion was communicated to Vendor by Aditi or Client; or (c) was
developed by employee of Vendor independently of and without reference to any information
communicated to Vendor by Aditi or Client. A disclosure of Confidential Information by Vendor, either (a)
in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c)
necessary to establish the rights of either party under this Agreement, shall not be considered to be a
breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Vendor
shall provide prompt prior written notice thereof to Aditi to enable Aditi and/or Client to seek a protective
order or otherwise prevent such disclosure.
4.3
Ownership and Return of Aditi Property. All materials (including, without limitation,
documents, drawings, models, apparatus, sketches, designs, lists, and all other tangible media of
expression) furnished to Vendor by Aditi or Client, whether delivered to Vendor by Aditi or Client
or made by Vendor in the performance of services under this Agreement (collectively, the Aditi
Property.) are the sole and exclusive property of Aditi or Aditis suppliers or customers (including the
Client), and Vendor hereby does and will assign to Aditi or Client all rights, title and interest Vendor may
have or acquire in Aditi Property. Vendor agrees to keep all Aditi Property at Vendors premises unless
otherwise permitted in writing by Aditi. At Aditis request and no later than five (5) days after such request,
Vendor shall destroy or deliver to Aditi, at Aditis option, (a) all Aditi Property, (b) all tangible media of
expression in Vendors possession or control which incorporate or in which are fixed any Confidential
Information, and (c) written certification of Vendors compliance with Vendors obligations under this
sentence.
4.4
Observance of Aditi Rules. At all times while on Aditis premises and Clients premises,
Vendor will observe Aditis and Clients, as the case may be, rules and regulations with respect to conduct,
health and safety and protection of persons and property.
5.
No Conflict of Interest. During the term of this Agreement, Vendor will not accept work,
enter into a contract, or accept an obligation, inconsistent or incompatible with Vendors obligations, or
the scope of services rendered for Aditi and Client, under this Agreement. Vendor warrants that, to the
best of Vendors knowledge, there is no other contract or duty on Vendors part, which conflicts with or is
inconsistent with this Agreement. Vendor agrees to indemnify Aditi and Client from any and all loss or
liability incurred by reason of the alleged breach by Vendor of any services agreement with any third party.
6. Term and Termination.
6.1
Term. This agreement is effective as of the Effective Date set forth above and will
terminate on the completion or termination of all Project Assignments unless terminated earlier as set forth
below.
6.2
Termination by Aditi. Aditi may terminate this Agreement without cause at any time,
with termination effective fifteen (15) days after Aditis delivery to Vendor of written notice of termination.
Aditi also may terminate this Agreement (i) immediately upon Vendors breach of Paragraph 4
(Intellectual Property Rights), 7 (Noninterference with Business) or 8 (Vendor Warranties), (ii)
immediately in the event that Client requests that Vendor cease to perform services for Client, or (iii) thirty
(30) days after Aditis delivery to Vendor of written notice of Vendors material breach of any other

provision or obligation owed by Vendor under this Agreement or a Project Assignment which is not cured
within such thirty (30) day period.
6.3
Termination by Vendor. Except during the term of a Project Assignment, Vendor may
terminate this Agreement without cause at any time, with termination effective fifteen (15) days after
Vendors delivery to Aditi of written notice of termination. Vendor also may terminate this Agreement for
material breach by Aditi if Aditi has not cured the breach within thirty (30) days of receiving written notice
from Vendor.
6.4
Effect of Termination. If this Agreement is terminated for any reason, any and all work
and/or assignments then in process (whether or not services have actually begun) shall be fully completed
by Vendor under the terms of this Agreement and the applicable Project Assignment without interruption,
except as may otherwise by instructed by Aditi. Under no circumstances should any work or assignment be
assigned or otherwise delegated by Vendor. Should Vendor withdraw from or terminate this Agreement
prior to the completion of services or the expiration of the work authorization then Vendor shall release to
Aditi all personnel subject to such work authorization without prejudice or recourse against Aditi, Client
and/or Vendor personnel.
6.5
Survival.
The definitions contained in this Agreement and the rights and
obligations contained in Paragraphs 4 (Intellectual Property Rights), 6.5 (survival), 7
(Noninterference with Business), 8 (Vendor Warranties), 9 (Indemnification), 11 (Records/Audit)
and 12 (General Provisions) will survive any termination of expiration of this Agreement.
7.

Noninterference with Business. During this Agreement, and for a period of one (1) year immediately
following this Agreements termination or expiration, Vendor agrees not to interfere with the business of
Aditi in any manner. By way of example and not of limitation Vendor agrees that neither it nor its
employees, servants, or agents shall solicit or offer services to the Client in any manner which would
circumvent, interfere with or otherwise adversely impact the Primary Agreement between Aditi and
Client.

8.

Conversion by Client and waiver of restrictive Covenants. Vendor agrees to waive all employment
agreements with its technical/professional employees which prohibits its employees from accepting
regular employment with Client and allow Client to solicit its technical/professional employees for no fee
after they have been on assignment with Client.
9. Vendor Warranties.
9.1
Employment Laws. Vendor hereby represents and warrants that it shall comply
with the Fair Labor Standards Act, Title VII of the Civil Rights Act, Age Discrimination in Employment
Act, Americans with Disabilities Act, the Family and Medical Leave Act, and any and all other federal,
state and local laws, statutes, ordinances, rules, regulations, codes, orders and programs, including
but not limited to identification and procurement of required certificates, approvals, inspections, permits
and obligations which are or subsequently become applicable to Vendor or Vendor employees.
9.2
Immigration Laws. Vendor represents and warrants that it will comply with the statutes,
rules and regulations of the Immigration Reform and Control Act of 1986 or its implementing regulations,
or any other rules and regulations of the INS concerning the provision and employment of workers
pursuant to this Agreement, including applicable requirements for the completion of I-9 forms.
9.3
Performance. Vendor represents and warrants that all services shall be performed in
accordance with the specifications of Client and recognized standards and customs in its field. Vendor
further represents and warrants that the services shall proceed with promptness and diligence and shall be
executed in accordance with the highest standards of workmanship to Clients reasonable
satisfaction.

10. Indemnification. In addition to any other remedies which Aditi and/or Client may have at law
or in equity, Vendor agrees to defend, indemnify and hold harmless Aditi and Client, including their
respective employees, directors, officers, partners, shareholders, affiliates, subsidiaries, or agents, from
and against any expenses, costs, damages, losses, fines, penalties, judgments or liabilities, including
attorneys. fees, arising from or in connection with: (a) Vendors or any of Vendors employees
failure to comply with any of the terms of this Agreement; (b) any violation by Vendor or any of
Vendors employees of any federal, state or local law, statute, ordinance or regulation; (c) any illegal
activities committed by or involving Vendors employees; (d) any infringement or alleged infringement of
any work product, intellectual property or any subject matter upon any patent right, copyright, trade
secret right, mask work right, or other proprietary right of any third party; (e) any and all liability Aditi and
Client (or any of their respective employees, directors, officers, partners, shareholders, affiliates or
agents) may incur by reason of bodily injury (including death) to any person, or damage to or destruction of
any property caused by the act(s) of Vendor or any of Vendors employees; and (f) Vendors or Vendors
employees negligence, omission or intentional misconduct while performing work or services for Aditi or
Client under this Agreement.
11. Insurance.
11.1
Primary Agreement. Upon Aditis request, Vendor shall obtain and provide, at its cost,
the same insurance coverage required to be maintained by Aditi under the Primary Agreement.
11.2
Minimum Coverage. In the event that the insurance specified in Section 11.1 provides
for coverage less than set forth in this Section 11.2, or if no insurance is specified under Section 11.1,
Vendor shall furnish (prior to the start of work by any Consultant) Aditi evidence of insurance coverage as
set forth below with insurance companies authorized to do business in the state where the work will be
performed. This coverage shall be maintained by Vendor during the term of this Agreement at Vendors
sole cost and expense.
1) Workers. Compensation - covering all of Vendors employees as prescribed by the
laws of the state in which Vendor services are being provided and shall include
Employers Liability with a limit of not less than $1,000,000 for each occurrence. If workers
compensation is not required by applicable law, evidence of such non-requirement (from
Vendors attorney or accountant) must be supplied by Vendor prior to the effectiveness of this
Agreement.
2) Commercial General Liability - including Contractual Liability, Owners and Vendors
Protective, Vendors Liability, Completed Operations, Automotive and Personal Injury in a
combined single limit of at least $1,000,000 for each occurrence. The Commercial General
Liability policy shall name Aditi and Client and their officers, agents, and employees while acting
within the scope of their employment, as additional insureds with Vendor and shall insure against
liability for death, bodily injury, and property damage arising out of work performed pursuant to
this Agreement. The Commercial General Liability Insurance shall include a Separation of
Insureds Condition.
11.3. Certificates.
Vendor agrees to furnish original certificates of insurance to Aditi
evidencing all of the above insurance and shall notify Aditi in writing at least thirty (30) days prior to
renewal, cancellation of, or any change in the insurance coverage set forth above. The furnishing by
Vendor of requisite certificates of insurance is a condition precedent to the effectiveness of this Agreement.
11.4
Primary Insurance. Any insurance carried by Aditi which may be applicable shall be
deemed to be excess insurance and the Vendors insurance is primary for all purposes, despite any

conflicting provision in the Vendors policies to the contrary. Aditi shall not, by reason of its inclusion
under these policies, incur liability to the insurance carrier for payment of premium for these policies.
12. Records/Audit; Evidence of Organization.
12.1
Record Retention. Vendor agrees to maintain accounting records in accordance with
generally accepted accounting principles necessary to disclose the basis for any charges or expenses billed
to Aditi under this Agreement. Vendor shall retain such records for a period of three (3) years after the
termination or expiration of this Agreement.
12.2
Audit Rights. Aditi and/or Client will have the right, upon not less than five (5) days
prior notice to Vendor, to examine all original cost records, including employees time sheets, payrolls,
receiving reports, invoices, and all other evidence of expenditure involving this Agreement and to have a
certified public accountant conduct an audit of the same. Vendor shall immediately reimburse Aditi and/or
Client for any amounts paid to Vendor in error as revealed by the audit.
12.3
Organizational Documents. Vendor shall provide Aditi with evidence of its corporate
existence by providing Aditi with a copy of Vendors articles of incorporation, articles of organization or
other similar organizational document. The delivery of such evidence of organization shall be a condition
precedent to the effectiveness of this Agreement.
13. General Provisions.
13.1
Successors and Assigns. Vendor may not subcontract or otherwise delegate Vendors
obligations under this Agreement without Aditis prior written consent. Subject to the foregoing, this
Agreement will be for the benefit of Aditis successors and assigns, and will be binding on Vendors
assignees.
13.2
Notices. Any notice required or permitted by this Agreement shall be in writing and shall
be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered
personally; (b) by overnight courier, upon written verification of receipt; (c) telecopy or facsimile
transmission, upon acknowledgement of receipt of electronic transmission; or (d) by certified or registered
mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth
above or to such other address as either party may specify in writing.
13.3
Governing Law. This Agreement shall be governed in all respects by the laws of the
United States of America and by the laws of the State of Washington, as such laws are applied to
agreements entered into and to be performed entirely within Washington between Washington residents.
Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and
state courts located in Washington, as applicable, for any matter arising out of or relating to this
Agreement, except that in actions seeking to enforce any order or any judgment of such federal or
state courts located in Washington, such personal jurisdiction shall be nonexclusive.
13.4
Severability. If any provision of this Agreement is held by a court of law to be illegal,
invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the
same economic effect as the original provision, and (ii) the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired thereby.
13.5
Waiver; Amendment; Modification. No term or provision hereof will be considered
waived by Aditi, and no breach excused by Aditi, unless such waiver or consent is in writing signed by
Aditi. The waiver by Aditi of, or consent by Aditi to, a breach of any provision of this Agreement by
Vendor, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent
breach by Vendor. This Agreement may be amended or modified only by mutual agreement of authorized
representatives of the parties in writing.

13.6
Injunctive Relief for Breach. Vendors obligations under this Agreement are of a unique
character that gives them particular value; Vendors breach of any of such obligations will result in
irreparable and continuing damage to Aditi for which there will be no adequate remedy at law; and, in the
event of such breach, Aditi will be entitled to injunctive relief and/or a decree for specific performance,
and such other and further relief as may be proper (including monetary damages if appropriate).
13.7
Entire Agreement. This Agreement constitutes the entire agreement between the parties
relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements
concerning such subject matter. The terms of this Agreement will govern all Project Assignments and
services undertaken by Vendor for Aditi.

13.8
Neutral Construction. The parties to this Agreement agree that it was negotiated fairly
between them at arms length and that the final terms of this Agreement are the product of the parties
negotiations. Each party warrants and represents that it has sought and received legal counsel of its own
choosing with regard to the contents of this Agreement and the rights and obligations affected hereby. The
parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that
the provisions of this Agreement shall not be construed against a party on the grounds that the party drafted
or was more responsible for drafting the provision(s).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
ADITI TECHNOLOGIES PVT LTD.

(VENDOR COMPANY NAME)

By:________________________________

By:________________________________

Name: ________________ _____________

Name: ______________________________

Title: _______________________________

Title: ______________________________

Date:

Date:

_________________________

_________________________

EXHIBIT A - PROJECT ASSIGNMENT

ADITI TECHNOLOGIES PVT LTD
1.

CLIENT NAME: (Hereinafter referred to as Client)

2.

CONSULTANT NAME:

3.

START DATE:

4.

END DATE:

5.

SERVICES:
Title:
Description:

6.

RATE SCHEDULE:
Regular Rate: $ per hour
Overtime Rate: $ per hour

7.

Time Off:
Vendor or its consultant will request any required time off from their Aditi contact/manager before
contacting the client manager

8.

EXPENSES
Travel and other expenses incurred for the duration of this project will not be re-imbursed or paid for
by Aditi. In addition Vendor agrees to bear expenses incurred for background checks and other
required verifications. Aditi will deduct the cost incurred for the background checks from the first
invoice made by the Vendor.
9.

PAYMENT TERMS
Aditi shall pay Vendor as per payment schedule received.
Should the Client fail to pay Aditi, Aditi will exercise good faith efforts on behalf of Vendor to rectify
the nonpayment. At no time will Aditi be considered liable for payment to the Vendor for monies that
the Client has not paid to Aditi.
Payment to Vendor is based upon the terms and conditions of the Primary Agreement between Aditi
and the Client. Should at any time the Vendor be found to be in violation of any provision of this
Agreement or the Primary Agreement then Aditi may withhold payment to Vendor, and Vendor
herewith waives all rights to recourse, until Vendor corrects the noncompliance.
Aditi shall make the payment Net 45 days from the date of receipt of the Vendors invoice or Net 20
days from the date of receipt of the Vendors invoice with a 2% discount on the invoiced amount and
per other mutually agreed upon terms. This applies only for executing the projects with the
client(client name as mentioned in Exhibit A). However no payment shall be made by Aditi to the
Vendor if the Client does not pay Aditi due to non-performance of the Consultant provided by the
Vendor.

10. GUARANTEE
If within three (3) business days after placement of a Vendor technical/professional employee, and
within one (1) business day after placement of a Vendor clerical/ manufacturing employee, Client
requests a replacement because the employee does not perform the assigned tasks to its satisfaction,
neither Aditi nor Client shall be obligated to pay for services of the replaced employee.
NOTE: This Project Assignment is governed by the terms of a Sub-Vendor Agreement in effect between
Aditi and Vendor.

IN WITNESS WHERE OF, the parties have executed this Project Assignment as of the first date written
above.
ADITI TECHNOLOGIES PVT LTD.

(VENDOR COMPANY NAME)

By:________________________________

By:________________________________

Name: ________________ _____________

Name: ______________________________

Title: _______________________________

Title: ______________________________

Date:

Date:

_________________________

_________________________