服務合同英文終稿

1、no. 3fkf-a 83.11.16.service agreementarticle1. services2. compensation3. relationship4. exclusivity5. taxes6. confidentiality7. representations and warranties8. indemnification9. term10. termination11. governing law12. entire agreement13. amendments14. assignment15. no waiver16. noticesservice agree

2、mentthis agreement made and entered into this 20th day of march, 2005 by and between pepper india corporation, a corporation duly organized and existing under the laws of india, with its principal office at vellapally lane, k. k. road, kottayam -686 001 kerala state, south india, (hereinafter called

3、 pepper), and rose kica international corporation (hereinafter called rose),witnesseth:whereas, pepper wishes to employ the services of rose as an advisor and consultant with respect to accounting system; andwhereas, rose is willing to perform such services for pepper on the terms and conditions her

4、einafter set forth.now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:article 1. services1.1. pepper hereby requests and rose hereby agrees to perform the following services for pepper, during the term

5、 of this agreement:(a)(b)article 2. compensation2.1. as full compensation for the services to be rendered by rose to pepper hereunder during the term of this agreement, pepper shall pay rose the sum of united states dollars three million (u.s 3,000,000.00) per year, payable in equal two installments

6、 of united states dollars one million five hundred thousand (u.s 1,500,000.00) within seven (7) days after the last day of each half year by telegraphic transfer remittance to roses designated bank account. the compensation shall be reviewed yearly by the parties hereto prior to each anniversary of

7、the date hereof.(option 1)2.2. all costs and expenses incurred by rose in connection with the performance of its obligations hereunder shall be solely borne and paid by rose and pepper shall in no event be responsible therefor.(option 2)2.3. pepper shall, promptly upon receipt of a suitable accounti

8、ng of such expenses, reimburse rose for all transportation, hotel, entertainment and other expenses actually incurred by rose in connection with the performance of its obligations hereunder; provided, however, that if the total amount of the expenses expected to be incurred during any one (l) year,

9、other than expenses to be incurred in connection with the performance of roses obligations at the specific request of pepper, will exceed united states dollars one million (u.s.$1,000,000.00), rose shall obtain advance approval from pepper with regard to such expenditure. means and methods of accoun

10、ting for such expenses shall be advised to rose by pepper.article 3. relationship3.1. rose is an independent contractor and not an employee or agent of or partner or joint venturer with pepper by virtue of this agreement and nothing contained in thisagreement shall be deemed or construed as constitu

11、ting rose as an agent or legal representative of pepper for any purpose whatsoever, or as conferring upon rose any right or authority to assume or create any obligation or responsibility, express or implied, orally or in writing, on behalf of or in the name of pepper, or to accept legal process, or

12、to make any warranty or representation on behalf of pepper, or to bind or render pepper or any of its property liable in any manner whatsoever without peppers express authorization in writing therefor.article 4. exclusivity4.1. rose shall, during the term of this agreement, act exclusively for peppe

13、r with respect to the subject matter hereof and shall not represent or act on behalf of any third party, directly or indirectly, if to do so might, in peppers sole judgment, conflict with or compromise peppers interests hereunder.article 5. taxes5.1. all taxes, duties, levies, imposts or other charg

14、es, whether in the form of withholding or otherwise, to be levied or assessed by any level of government of any country, or any agency or instrumentality thereof, on the compensation stipulated inarticle 2.1 hereof or the reimbursement of the expenses stipulated in article 2.2 hereof and all costs a

15、nd expenses to be incurred by pepper in connection with the payment of the compensation, or the reimbursement of the expenses as aforesaid shall be borne and paid by rose.article 6. confidentiality6.1. rose acknowledges that certain secret and confidential information belonging to pepper may be furn

16、ished to rose hereunder. rose shall treat such information as strictly confidential and shall not disclose such information to any other person, firm or corporation or use such information for any purpose other than to perform its obligations hereunder. this provision shall survive the termination o

17、f this agreement, for whatever reason.article 7. representations and warranties7.1. rose hereby represents and warrants to pepper that:(a) rose is legally free to enter into this agreement;(b) neither the execution of this agreement nor the performance of any of the terms and conditions hereof will

18、conflict with or violate any term or condition of any other agreement to which rose is a party or by which rose may be bound, and(c) rose shall comply with all applicable laws, orders and regulations when performing its obligations hereunder.7.2. rose shall not, in connection with the performance of

19、 its obligations under this agreement, make any payment or give anything of value to any third party if such payment:(a) is intended to be used for political purposes or to influence any official or employee of any government, or of any subdivision, agency or instrumentality thereof;(b) would consti

20、tute a bribe, kickback or illegal payment; or(c) would result in the denial of a tax deduction or other tax benefit to pepper.article 8. indemnificationrose hereby agrees to indemnify and hold pepper harmless from and against any loss, damage, cost, claim or liability which may be incurred by or ass

21、erted against pepper as a result of a breach by rose of any term, condition, representation or warranty contained in this agreement.article 9. term9.1. this agreement shall become effective on the date first above written and shall, unless earlier terminated pursuant to article 10 hereof, continue f

22、or an initial term of one (1) year.9.2. thereafter, unless earlier terminated pursuant to article 10 hereof, this agreement shall be automatically extended for additional periods of one (1) year each unless one party informs the other party of its intention to terminate thisagreement at least fourte

23、en (14) days prior to the expiration of the initial term or any extension thereof.article 10. termination10.1. either party may forthwith terminate this agreement by notice to such effect to the other party if the other party commits a breach of any term or condition of this agreement and fails to r

24、emedy the same within thirty (30) days after notice from the breach and demanding that the same be remedied.10.2. either party may forthwith terminate this agreement at any time by notice to such effect to the other party if bankruptcy, insolvency or reorganization proceedings, or other proceedings

25、analogous in nature or effect, are instituted by or against the other party, the other party is dissolved or liquidated, whether voluntarily or involuntarily, a receiver or trustee is appointed for all or a substantial part of the assets of the other party or the other party makes an assignment for

26、the benefit of creditors.10.3. anything contained herein to the contrary notwithstanding, pepper may terminate this agreement at any time upon thirty (30) days notice to such effect torose if pepper decides, in its sole discretion, that the objectives of this agreement are no longer attainable or th

27、at no further benefit would accrue to pepper by reason of the continuance of this agreement.article 11. governing law11.1. this agreement shall be governed by and construed in accordance with the laws of india.article 12. entire agreement12.1. this agreement constitutes the entire agreement between

28、the parties hereto and wholly cancels, terminates and supersedes all previous negotiations, agreements and commitments, whether formal or informal, oral or written, with respect to the subject matter hereof.article 13. amendmentsthis agreement shall not be amended, changed or modified in any manner

29、except by an instrument in writing signed by a duly authorized representative of the party against whom enforcement is sought.article 14. assignmentthis agreement is personal in its nature and rose shall not assign, transfer or otherwise dispose of any of its rights or obligations hereunder, in whol

30、e or in part, without the prior written consent of pepper therefor.article 15. no waiver15.1 no failure to exercise or delay in exercising any right or remedy under this agreement by pepper shall operate as a waiver thereof or of any other right or remedy which pepper may have hereunder, nor shall any single or partial exerciseof such right or remedy preclude any further exercise thereof or of any other right or remedy which pepper may have hereunder.15.2 . peppers rights and remedies provided herein are cumulative and not exclusive of any rights and r