THIS AGREEMENT is made and entered into as of the …. Day of July 2020  (“Effective Date”) by and between …………………………. and ……………………………. a having an office and place of business at …………………………………………………….. (hereinafter called First Party)

And the M/s ……………………………………………… having Office at ………………………… and represented by its Directors …………………….(hereinafter called Second Party)

WHEREAS, First Party  desires to hire Second Party  to perform outsourced Data Entry. services and Second Party  desires to be hired by First Party  to perform Data Entry Services (the “Services”) for the First Party according to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agrees as follows:

Specifications of Work.

1. The parties agree that the general scope and results of the Services to be completed by Second Party,  consists the Data Entry of image screen to the database encrypted format using customized CRM provided by the First Party. On daily basis First Party would provide required image data/screens. Work allocation would be done based on per seat. First Party will provide defined limit of workload on every working day. Second Party will complete data entry for provided images on daily basis which must be tested for readability and accuracy levels.

• Client cannot be held responsible for the rejection of performance due to low performance or bad accuracy on submitted workload. Second Party shall maintain accuracy of 96% for the processed work. Second Party shall ensure that the required alternative measurements are taken in case Computer system breakdown, internet and electricity interruption.

Supply of Data:

• First Party will provide approx. 250 images per seat (on every working days) till 20 days which has to be completed by the Second  Party on given time.

Submission of Data:

• Submission of workload has to be done in two parts; first part hasto be submitted on day 10th (total 2500 images/forms per seat) and the second part (another 2500 images/forms per seat) has to be submitted on 10th day.

Quality:

• Second Party shall maintain accuracy of 96% for the processed database.

Quality Control:

• Evaluations of the data produced by the Second Party can be done manually; the First Party requires 96% accuracy in the processed data base.

• Formula of Accuracy Measurement – 100 – (Total errors / total checked forms) * 100) % First Party will be checking 10% to 20% random data of submitted work load for preparing accuracy report and accuracy report will contains list of all checked forms along with errors caught in checked forms.

Countable Errors:

• Texts given in image files are case sensitive. If image contains text “HENRY” and the second party typed as “Henry” then it will be counted as mismatched text.
• If any space given in word then it will count as error of mismatched text/word. If image contains text “321.00” and the data entered as 321. 00 then it will be counted as error or mismatched.
• If any word is merged into single word, then it will count as error or mismatched text/word. i.e. if “Henry Paul” is typed as “HenryPaul” or “0.00” is typed as “0. 00” then it will be counted as error or mismatched text.
• Mismatched text/word, extra/missing text/word, extra/missing character in word.
• Data and currency format must be followed same as given in provided image for data entry.

Mode of payment:

1. Payment: Payment will be made through bank transfer within 15 to 20 days from the date of submission of the 2nd set of the forms.

Other Terms and conditions of the business agreement:

1. First Party will provide CRM where executer has to fill the form by doing manual data entry from visible images on that CRM.
2. First Party will provide 5000 forms per seat in 20 working days to work during pre-specified time, whereas daily workload per seat is approx. 250 forms.
3. If any dispute in accuracy/quality arises then it should be cleared with the next working day.
4. The data entry work provided by the first party is of highly confidential nature as it is related to various companies in US. Any information leakage or damage done at the second party’s end shall be forced to terminated the business agreement and the claims and other damages and all various cost involved shall be charged to the second party, and a legal suite shall be raised by the first party.
5. It is there upon advised by the second party not to divulge the information to any of the other third parties and or not to entertain any unauthorized person to view or handle data and important documents. Any such act by the second party shall be at his/her risk and the first party shall not be liable to any such claims or processes.

Termination:

1. Termination by either party: Either party may terminate the business agreement at any time by giving a one month’s notice.

Termination by First Party:

• The first party may terminate the business agreement without notice in the following circumstances:

1. if second party fails to complete 100% data entry for provided raw data by the first party in any particular TAT during agreement.
   1. where the second party has failed to fulfil any of his obligations under this business agreement.

Termination by Second Party

• where the first party has failed to fulfil any of his obligations under this business agreement.

Termination procedure:

• The termination procedure shall be initiated by registered letter or formal email with acknowledgement of receipt.

Non Disclosure Statement by First Party:

• Format/layout of image to be used for data entry might be changed during the agreement duration. This could happen due to changes in requirements of data entry/collection. If so, it has to be accepted and follow by the second party with immediate effect after 15 days prior notification by first party for the next schedule/cycle of work.

• First party has full rights to do not disclose the name of companies for whom provided data belongs to.

Non Disclosure Statement by Second Party:

• To abide by the first party’s privacy rules and not to divulge protected information to any unauthorized person for any reason, nor directly or indirectly use, or allow the use of protected information for any purpose other than that directly associated with.
• Not to share CRM access with any unauthorized user.

Acknowledgement declaration:

• Preparing the accuracy report is a manual process. We are giving a day to cross check the QC report and claim for the correction (if any). We will do the necessary to revise the report as per the claim (if found correct).

General:

• All references to a number of days means working days including all public/national holidays, unless expressly indicated.
• Second Party will ensure that the required alternative measurements are taken in case Computer system breakdown, internet and electricity interruption.
• Second party accepts that the first party cannot be held responsible for low performance or bad accuracy on submitted workload.
• In case of low performance or bad accuracy on submitted workload, then the first party will not be having any responsibility for loss of failed or terminated work and we will not claim any reimbursement or any other billing in case of failed or terminated work.
• First Party warrant that the First Party has the responsibility of ensuring the statutory compliance regarding the data provided to the Second Party and the Second Party will not have any liability, if the data provided by the First Party is not proper as per law.

Independent Contractor Status.

• It is expressly agreed and understood between First and Second  that Second Party (and any person employed by Second Party ) is performing the Services, as an independent contractor and is neither the employee nor the agent of or on behalf of First Party .

No Waiver or Modification.

• This Agreement may not be changed or terminated rally, and no change, termination or attempted waiver or any of the provisions hereof shall be binding unless in writing and signed by both parties.

Continuation.

• Neither party shall sell, transfer, assign or subcontract any right or obligation hereunder without the prior written consent of the other party. Any act in derogation of the foregoing shall be null and void.

Severability.

• If any provision hereof be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of this Agreement.

Governing Law And Exclusive Jurisdiction.

• This Agreement shall be deemed to be made and entered into pursuant to the internal laws of the India and for all purposes this Agreement shall be construed and interpreted in accordance with and be governed by the law of India.

Force Majeure.

• Neither First nor Second Party  shall be held responsible for any delay or failure in performance under this Agreement arising out of causes beyond its control, or without its fault or negligence. Such causes may include, but are not limited to, fires, terrorist acts, strikes, embargoes, shortages or supplies of raw materials, or components or finished goods, acts of God, acts of regulatory agencies or national disasters.

Counterparts.

• This Agreement many be executed in any number of counterparts.

Entire Agreement.

• The provisions herein constitute the entire agreement between the parties and supersede all prior agreements, oral or written, and all other communications between the parties, including any and all supplier or distribution agreements. No term or condition contained in any document provided by one party to the other party pursuant to this Agreement shall be deemed to amend, modify, or supersede or take precedence over the terms and conditions contained herein.

IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this Agreement, and, intending to be legally bound thereby, executed this Agreement on the date set forth above.