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EXHIBIT 6.12
SR SINGAPORE PTE LTD
A SolutionNet International Inc. Company
CONSULTANCY AGREEMENT
THIS AGREEMENT is made on 1st day of March, 2000.
BETWEEN
SR SINGAPORE PTE LTD having its registered place of business at No 0 Xxxxxxx
Xxx, #00-00/00, Xxxxxxxxx 000000 ("SRS")
AND
NETSAVVY SOLUTIONS PVT LTD (Formerly called SR INDIA PVT LTD) having its
registered place of business at 48, B.N. Road, X-0, Xxxxxxxxx Xxxxxx, X.Xxxxx,
Xxxxxxx - 000000, Xxxxx ("NSS").
WHEREAS:
SRS wishes to appoint NSS to design, develop and support Enet-Corporate Internet
Banking, EMI - Electronic Medical Info and other new systems (the "Software's")
as well to provide technical support and maintenance to the Software (the
"Services").
Now this agreement bears witness to and it is hereby agreed between the parties
as follows:
1. FEE & DURATION
1.1 In consideration of the Services rendered to SRS, SRS will pay NSS
based on the following rates:
Programmer USD 750 per month
Analyst Prog./Systems Analyst USD 1,000 per month
Project Leader USD 1,250 per month
Project Manager USD 2,000 per month
1.2 The actual fee will be calculated on monthly basis based on the actual
work order (work order format is specified in the Exhibit A). NSS shall
render its invoice monthly for Services provided and expenses incurred
under this Agreement throughout the date of such invoice. The invoice
will be raised on the last day of each calendar month. All invoices
shall be payable with Thirty (30) days from the date of invoice.
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1.3 For assignments in Overseas for project implementation or system study
or deputation the following per-diem allowance will be paid to the
staff.
USD$
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PROGRAMMER ANALYST PROG/ PROJECT PROJECT MANAGER
SYS. ANALYST LEADER
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Asean $ 30.00 $ 30.00 $ 35.00 $ 40.00
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USA $ 40.00 $ 40.00 $ 50.00 $ 60.00
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Europe $ 50.00 $ 50.00 $ 60.00 $ 70.00
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Middle $ 50.00 $ 50.00 $ 60.00 $ 70.00
East
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SRS will provide accommodation and reimburse actual air ticket/visa expenses.
1.4 This Agreement shall be deemed to have come into force on 1 March 2000
and remain in force for a period of 12 months from its effective date.
2. SOFTWARE AND THE SERVICES
2.1 SOFTWARE
2.1.1 SRS hereby appoints NSS who will render the Services as set forth in
Exhibit A.
2.2 SOFTWARE SUPPORT
2.2.1 NSS shall provide software maintenance and support services which shall
include the following:-
2.2.1.1 installing, testing, and implementing the Software;
2.2.1.2 investigating and correcting defects on the Software as
reported by SRS; and
2.2.1.3 making temporary correction and bypass on defects to the
Software until such time that a standard corrections
and/or upgrades of the Software are available
2.2.2 NSS shall provide the Services in respect of clause 2.1 without any
charge or expenses for a period of sixty (60) days from the date of
delivery to SRS (the "Acceptance Cutover").
2.2.3 Upon notification by SRS of any problem with the Software to NSS, NSS
shall mobilize its personnel and fixed the problem:
2.2.3.1 within twelve working hours during the sixty (60) days of
Acceptance Cutover.
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2.2.3.2 any requirements for NSS's personnel to be at SRS's
premises shall be at the expense of SRS.
2.3 REPRESENTATIVE
Both parties shall each appoint a representative who will act as a
communication link between SRS and NSS.
2.5 TESTING
Upon notification by NSS that the Software is implemented at SRS, SRS
will test whether the Software is in accordance with SRS's
requirements. SRS will sign off as per Exhibit A if SRS's requirements
are fully complied.
2.6 DELIVERY AND COMPLETION DATE
NSS shall deliver the Software to SRS and install the Software on SRS's
computer system as per the delivery scheduled agreed on each project.
3. NSS'S OBLIGATIONS
3.1 NSS shall:
3.1.1 provide analysis and design services for the Software;
3.1.2 provide programming and testing services of the Software;
3.1.3 compose technical documentation and user's guide, where
necessary and applicable to the Software;
3.1.4 conduct user training and hand over briefings, where necessary
and applicable to the Software; and
3.1.5 install the Software.
3.2 The central task of NSS is to design and develop the Software and to
provide technical support for the Software as set forth in Exhibit A.
3.3 NSS shall be fully responsible for all activities connected with the
proper and timely completion's of the Services.
3.4 NSS will inform SRS by [WEEKLY/BI-MONTHLY/MONTHLY] written report and
whenever any need arises for information, investigation or analysis
that is relevant to the Service included in this Agreement.
4. SRS'S OBLIGATIONS
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4.1 SRS shall:
4.1.1 provide appropriate instructions, quality assurance procedures
and security guideline where applicable to NSS and its
employees on the Services;
4.1.2 provide functional inputs for the Software;
4.1.3 provide necessary functional and technical assistance for
development if required;
4.1.4 sign off as and when appropriate as set forth in Exhibit A.
4.2 SRS will not instruct or direct third parties involved with the
Services on matters under NSS's authority, without prior notice to NSS.
5. TERM AND TERMINATION
5.1 This Agreement shall enter into force on the date first written above
and will expire automatically at the time of completion as laid down in
the agreement.
5.2 SRS reserves the right, at any time and for any reason or no reason, to
terminate the services provided under this Agreement. If this occurs
NSS will be notified by giving NSS ninety(90) days written notice and
SRS will pay for the Services up to the date of termination, unless the
termination is a result of NSS's acts or omission to act.
5.3 Upon the termination of this Agreement for whatever reason by either
party, NSS shall within seven (7) days of termination deliver up to SRS
complete documents and documents recorded in any medium arising from or
relating to this Agreement to SRS. SRS shall remain liable to pay to
the Consultant all sums which have accrued due and wing to the NSS.
6. CONFIDENTIALITY
6.1 NSS agrees and undertakes that during the period of the appointment
under this agreement and after the termination thereof:-
(a) neither NSS or its employees shall directly or indirectly
disclose to any person or use any Confidential Information
other than for the purpose of and to the extent necessary for
the performance of any of the Services;
(b) neither NSS or its employees shall without the prior authority
of SRS remove from SRS's premises or allow any person to copy
the contents of any document, computer disk, tape or other
tangible items which contains any Confidential Information or
which belongs to SRS;
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(c) NSS shall return to SRS upon request and in any event, upon
the termination of this Agreement, all documents, computer
disks and tapes and other tangible items in his possession or
under his control which belong to SRS or which refer to or
contain any Confidential Information; and
6.2 NSS shall keep the Confidential Information in strictest confidence at
all times and shall comply with the obligations and undertakings as set
forth in this Agreement. All obligations and undertakings of NSS
specified under this clause with respect o Confidential Information
shall survive the termination of this Agreement for whatever reason.
7. INTELLECTUAL PROPERTY
7.1 NSS agrees that all application software programme or similar material
incorporating or being used in association with this Agreement, which
may be created by NSS or its employees, agents, consultants or
subcontractors, pursuant to this Agreement shall become the sole
property of SRS, including copyrights.
7.2 NSS shall promptly disclose to SRS all intellectual property and shall
hold them in trust for SRS until all rights title and interest in all
intellectual property shall be fully and absolutely vested in SRS.
7.3 NSS shall at the request and expense of SRS, do all that are necessary
or desirable to effect any transfer or absolute assignment of any and
all rights in any and all intellectual property to SRS and to protect
the interest of SRS in the intellectual property.
8. NOTICE, CONSENTS AND APPROVALS
All notices, demands or other communications required or permitted to
be given or made hereunder shall be in writing and delivered by hand or sent by
prepaid registered post (by air-mail if to or from an address outside Singapore)
with recorded delivery, or by telefax addressed to the intended recipient
thereof at its address set out below (or to such other address, telex, or
telefax number as any party may from time to time duly notify in writing to the
other). The addresses and telefax numbers of the parties for the purposes of
this Agreement are:
SRS : SR SINGAPORE PTE LTD
Attention: Xx. X.X. Xxxxxx Xxxxx
Xx 0 Xxxxxxx Xxx, #00-00/00
Xxxxxxxxx 000000.
Fax no. 00-0000000
NSS : NETSAVVY SOLUTIONS PVT LTD
Attention: X. Xxxxxxxxxxxx
48 B.N.Road, A-3 Xxxxxxxxx Xxxxxx,
X. Xxxxx, Xxxxxxx - 000 000.
India
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Fax no. 00-00-0000000
9. EXHIBIT
The Exhibits hereto shall be taken, read and construed as parts of this
Agreement and the provisions thereof shall have the same force and
effect as if expressly set out in the body of this Agreement.
10. ENTIRE AGREEMENT/AMENDMENTS
This Agreement supersedes any other agreement, oral or in writing,
between the parties hereto with respect to the subject hereof. This
Agreement may not be amended or modified except by mutual consent in
writing.
11. ASSIGNMENT
Neither party hereto shall assign or sub-contract the benefits of this
Agreement to a third party without the prior written consent of the
other party.
12. WAIVER
The failure of either party to enforce at any time, or for any period
of time, the provisions of this Agreement, shall be construed as waiver
of such provisions or of the right of such party thereafter to enforce
and every such provision.
13. APPLICABLE LAW AND JURISDICTION
This Agreement shall be construed and governed in accordance with the
laws of Singapore and the parties hereby submit to the non-exclusive
jurisdiction of the Courts of the Republic Singapore.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed on the day and the year first above written.
NETSAVVY SOLUTIONS PVT. LTD SR SINGAPORE PTE LTD
Signed Signed
Name Name
Designation Designation
Signature Signature
Date Date
