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FuturePro Global Outsourcing Pvt. Ltd. Agreement for Ambassador's Business & Tax Services Inc.

AGREEMENT

This Agreement is made on 30th August, 2021, between Ambassador's Business & Tax Services Inc. (hereinafter referred to as (“Client”), US based company with its principal place of business at 2104-A Ayrsley Town Blvd, Charlotte NC 28273, US through Ms. Kim D Anderson

And

FuturePro Global Outsourcing Pvt. Ltd. (hereinafter referred to as (“FuturePro”), an Indian Company with office at 47-A, Ganesh Nagar, Heerapura Ajmer Road, Jaipur, Rajasthan 302024, India, (collectively referred to as the “Parties”) through its Director Ms. Aayushi Jain.

(Reference to both the parties whenever it appears shall mean and include, unless repugnant to the context, its associated firms, associated companies, assigns, successors and representatives).

Client has expressed its desire to utilize the services of FuturePro by outsourcing its Bookkeeping Services and other processes to FuturePro in India on the terms and conditions given below.

Terms and Conditions

Commencement of the Agreement: This agreement will commence from 30th August 2021. During the term of the Agreement, FuturePro will provide Offshore Bookkeeping and other tax related services to Client as per the requirements.
Termination: This agreement may be terminated by either party without cause upon 90 days’ prior written notice to the other party. Termination of this agreement shall not affect the obligations of either party arising before such termination is effective.
Payment & Billing: Payment and Billing would be as per Appendix 1(an integral part of the agreement).
Work Process: Client will either provide access to their server and data in the USA to FuturePro staff in India to carry out the work in terms of document would be scanned and uploaded on the FTP/Cloud site. The staff in India will carry out the work in terms of the guidelines and under close supervision of the USA Staff of Client and will either work online on their servers or upload the data after doing the necessary processing for final checks by Client regarding accuracy and other quality checks before the same is forwarded by Client to its clients.

Work routed on to FuturePro shall be returned to Client within the time frame agreed and in accordance with such other policy agreed to between the parties from time to time. While Client reserves the right to adjust its work process to meet the needs of its clients, Client agrees in this Agreement that it will notify FuturePro thirty days in advance of any change to the Work Process Policy statement and such change would be reasonable.

Client will provide necessary feedback from time to time to FuturePro’s staff in India to ensure that the work is performed in the right manner.

Insurance: Client will take out all necessary insurances including Professional Indemnity, Third Party Liability and such other insurances as may be required from time to time. Any mistakes or omissions in delivering the services shall be rectified by FuturePro at their cost. However, FuturePro will not be liable to Client or its clients or any other third party for any damages on any account whatsoever arising out of or in connection with this Agreement.

It is expressly understood that if any damage which has occurred to Client or its clients be proved in the court of law, then FuturePro liability in terms of repayment is hereby quantified as equivalent to FuturePro’s Fees charged to Client for that particular assignment or equal to one month fees.

Exclusions: FuturePro’s obligations as to performance under this Agreement do not extend to faults, errors or omissions caused as a result of:

Any fault in equipment, software or any network not forming part of FuturePro’s infrastructure
Damage due to causes external to FuturePro.
Failure of any computer system or power outages.
Disruption due to fire, strike, riot or government regulation/ ordinance or causes beyond its reasonable control.
Other Force Majeure factors/ events

Client also agree that during the period of this agreement and within two years after the termination thereof, will not directly or indirectly hire any of other former or present employees of FuturePro, whether on employment or otherwise associate with them or enter into any kind of arrangement whether on consulting or otherwise or in any other manner.
Confidentiality: Each party acknowledges that it will have access to certain trade secrets and other non-public, confidential information of the other including financial, technical and marketing matters during and in connection with its performance of services hereunder (“Confidential Information”), and hereby agrees not to disclose any confidential information to any third party and not to use any such confidential information for any purposes other than as strictly required for performance under this agreement. All such confidential information is and shall remain the exclusive property of the disclosing party and no license shall be granted or implied, with respect to such confidential information by reason of the other party’s access to the same. The parties hereby agree that the terms of this agreement shall be deemed to be the confidential information of both parties and further agree not to disclose the terms of or provisions hereof. Notwithstanding the foregoing obligation of confidentiality, the parties agree that it shall not be a breach of this agreement to disclose confidential information of the other party:

To its accountants and attorneys on a confidential basis;
As may be required by applicable law or regulation; or
Pursuant to any applicable subpoena or other legal or regulatory process.

All information provided by Client or their clients will be secured and treated as confidential and shall not be disclosed to any third party and will be used only for the permitted purpose by FuturePro. Access to any information or any report derived therefrom will be strictly limited to those required to use it for processing purpose. FuturePro will takes necessary precautions required to ensure the confidentiality of all information provided. As part of this process FuturePro shall cause each of the personnel hired to work for Client to sign a Confidentiality Agreement with FuturePro agreeing not to disclose any information that they may have access to.

The parties agree that all work process methods, other trade secrets or other matters at any time during or after the term of this agreement disclosed by Client to FuturePro or FuturePro to Client like web based tracking software, CEF, etc. would not be disclosed to any third party whatsoever unless disclosure is required under law, or is otherwise agreed upon mutually for commercial reasons.

Financial Integrity & Reliability: Both the parties hereby confirm that they are solvent and further confirm that they have not made any compromise or arrangement with its creditors or have otherwise failed to satisfy creditors in full in the past two years. In an unlikely situation, cost relating to debt collection will be borne by Client.
Notice: All notices required or permitted to be given hereunder shall be in writing and may be delivered personally, by registered mail, postage prepaid, by accepted overnight courier, by facsimile – if confirmation is made of receipt by the addressee, or by electronic means – if confirmation is made that the message has been received. Notice shall be addressed to registered address mentioned above.
Governing Law: This Agreement shall be interpreted in accordance with and governed by the Laws of New Delhi India where people will be hired and work performed. The courts at New Delhi India shall have the exclusive jurisdiction to entertain and try any dispute between the parties arising out of the present agreement.

Appendix 1

Payment & Billing: FTE (Full Time Employee) Model

Below Fee structure reflects FuturePro’s charges for “FTE (Full Time Employee)” as agreed by CLIENT:

Particulars

Rate per FTE per month

(in USD)

No of Staff (FTE’s)

Total/Month

(in USD)

FTE

1200

TOTAL

1200

The above costs will include the following:

All benefits payable to employees, whether on a monthly or annual basis.
Housing costs
Computer / Hardware usage / Internet / Communication costs.
Other overheads and utility costs.
The Rates are based upon 140 hours per month per FTE.
FTP storage

Notes:

FuturePro shall send an invoice to Client in advance, which shall be paid by Client within 7 days by way of telegraphic transfer to the bank account of FuturePro in India.
FuturePro reserves the right to charge interest at the rate of 1.5% monthly for delay in payment.
These monthly payments will be fixed for a period of 1 year and reviewed on an annual basis in line with wage inflation and general increase in overheads. FuturePro expects an increase of 5% in fees annually to be agreed by the parties mutually to stay competitive.
All sums payable under this agreement are exclusive of GST etc. charged at the rate and in the manner prescribed by the law from time to time. There is none at the moment.
As and when volume permits or current resources gets exhausted, the parties will also explore the possibility of adding additional resources/FTEs (Full Time Employee).
Work done in addition to contracted hours would be billed at an hourly rate of USD 15 per hour.
Weekly time sheets would be sent on every Monday/Tuesday to Client by FuturePro detailing hours consumed on accounts jobs by FTE.
Services required outside the scope of this agreement would be agreed separately by both parties.
FTE is entitled for 15 days leaves in a year and will be intimated to Client accordingly. If these leaves are not availed, then Client will have to pay for the 15 days at the end of each anniversary. However, any other types of leaves including sick etc. will not affect the contracted monthly hours. The shortage of hours will be covered during the same month or as mutually agreed by both the parties.
FTE in FuturePro would also spend time on training, meeting, etc. on ad-hoc basis which would be notified to Client in the weekly time sheets as and when it happens.
FTE is expected to give 140 hours billable per month, but both parties understand that nobody can be 100% efficient, especially for the kind of work, including accounts production, bookkeeping, etc. that FuturePro would be doing for Client, though at the same time controls would be put at place to strive for higher efficiency from both parties.
Client would try to maintain even flow of work.

Agreed and entered into the executed on 30th August 2021, by:

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Signed by Aayushi Jain
Signed On: August 31, 2021

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August 31, 2021 1:15 am IST

FuturePro Global Outsourcing Pvt. Ltd. Agreement for Ambassador's Business & Tax Services Inc. Uploaded by Aayushi Jain - [email protected] IP 223.239.128.140,162.158.235.13