SERVICE AGREEMENT

BETWEEN

1. TRUHAWK (URBAN RETAIL GOODS) ALIAS THURGOODS

(“The Company”)

AND

• Samrat Roy, Suvankar Mondal, Chiranjib Dey, Samiran Talapatro

(“The Contractors”)

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, entered into by the Company and the Contractors (Company and Contractors collectively referred to herein as the “Parties” or individually as the “Party”).

WHEREAS:

• The Contractors are skilled and professional on-demand service providers.
• The Company wishes to engage skilled and professional individuals to carry out and complete the works.
• The Contractors have indicated and warranted that they have the necessary skills, expertise, personnel, and equipment to carry out and complete the works at the Contract Sum (a term defined below) and to the standards stated in this agreement.
• The Company now wishes to enter into this agreement with the Contractors wherein the Contractors will carry out and complete the works.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
3. “Contract Sum” means the sum of …………………………………………………………………………………………………..;
4. “Intellectual Property” means the copyright, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
5.  “Works” means the services rendered by the Contractors of developing a website for the Company;

1. In this agreement, unless the context otherwise requires, any reference to:
2. the singular includes the plural and vice versa;
3. a person has reference to a body corporate or other legal entity;
4. any written law consists of that law as amended or re-enacted from time to time;
5. any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
6. a clause is to the relevant clause of this agreement;
7. any Party includes that party’s successors and assigns.
   1. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
   1. Identifying certain breaches in this agreement as being “Material” does not indicate that only those breaches are material.
   1. Where the agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly.  Parties may conduct routine communications relating to the performance of this agreement by electronic mail.

• 2.     application of terms and the CONTRACTORS UNDERSTANDING
  • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the Company is prepared to deal with the Contractors. They shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Company concerning the provision of the works.
  • The parties can, however, vary this agreement subject to clause 11.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the Company shall issue any necessary clarification or instruction.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the parties append their signatures on the documents.

• 3.     COMMENCEMENT AND DURATION

This agreement shall be valid for the period January 2019 – December, 2040.

• THE OBLIGATIONS of the parties

The Company shall pay the Contractors the contract sum at the date and through the intervals and medium agreed upon by the Parties.

The Contractors shall perform all works assigned to it by the Company within the agreed time and expected standards.

The Contractors shall only perform and receive payment for duties assigned to them by the Company.

The Contractors shall only access the website with the Company’s permission.

• LIABILITY OF THE PARTIES.
  • No Party shall be held liable for any damage to the works, or the equipment forming part of the works, where:
• the damage has been occasioned by the other party, their representatives, employees, or agents; and
• the damage has been caused by an event beyond the control of the other party.
  • No Party shall be held liable for any portion of the works, or the equipment forming part of the works, where the same is the subject of a criminal offense caused by the other party;
  • No Party shall be held liable for the other party’s misuse, abuse, or illegal action involving the works or any product arising from the works.

• WARRANTIES
  • The Contractors warrant that they are skilled and competent to perform the works.
  • The Contractors warrant that they will perform the works with due care and diligence and to such high standard of quality consistent with applicable standards and as it is reasonable the Company to expect in all the circumstances;
•  under the provisions of this agreement and such other instructions as may be given by the Company; and
• per all applicable laws and consents.
  • The Company warrants that:
• the Company can pay the Contractors for the works performed; and
• the Company shall use the works safely and responsibly.

• INDEPENDENT CONTRACTORS

The relationship of the parties hereto is that of independent Contractors. Accordingly, the parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.

• INTELLECTUAL PROPERTY
  • The Contractors agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks relating to the business or operations of the Company and its Related Entities which are developed or discovered by the Contractors, solely or jointly with others, during the subsistence of this agreement, shall be deemed to have been made within the scope of this agreement and therefore constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Company.

Specifically, everything relating to and incidental to the Company e.g. its logo, name, business plan for marketing and researching customers, business goals etc and its website is the property of the Company.

• DISPUTE RESOLUTION
  • If any dispute arises between the Parties related to this agreement, it shall be resolved by Mediation or Arbitration as agreed in writing by all the parties. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the relevant jurisdiction of the Courts.

1. TERMINATION
   1. upon the breach of the contract by the other party.
   1. Either party shall be entitled to terminate this agreement if there is reasonable suspicion of illegal activity by the other party involving the works.
   1. Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
   1. Upon termination of this agreement, the Contractors shall
2. Stop the works entirely, or as may be specified in the notice; and
3. Deliver all complete and incomplete works to the Company.
   1. Upon termination of this agreement, the Company shall
4. pay the Contractors any sums due to them before the termination;
   1. The termination of this agreement shall not discharge the liabilities accumulated by either party.
   1. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. VARIATION to the agreement

Either party may request variations to the agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing, signed by the Parties, and recorded.

1. Force Majeure
   1. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
   1. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s sub-Contractors or agents or employees or by a failure to observe good professional practice.
   1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
   1. The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under this agreement insofar as such inability arises from an event of Force Majeure, provided that the party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all to carry out the terms of this agreement.
   1. A  Party affected by an event of Force Majeure shall take all reasonable measures to remove such party’s inability to fulfill its obligations hereunder with a minimum of delay.  The Parties shall take all appropriate measures to minimize the consequence of any event of Force Majeure.
   1. A  Party affected by an event of Force Majeure shall notify in writing the other party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after a Party, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other to agree on appropriate measures to be taken in the circumstances.

1. CONFIDENTIALITY

The Contractors shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.  The Contractors gives this covenant on its behalf.

Specifically, everything relating to and incidental to the Company e.g. its logo, name, business plan for marketing and researching customers, business goals etc and its website is not subject to disclosure to any third parties.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable. In that case, the Parties shall amend that provision in such a reasonable manner as achieves the Parties’ intention without illegality or at the parties’ discretion, it may be severed from this agreement, and the remaining provisions of this agreement shall remain in full force and effect.

1. NOTICES

The Parties select as their respective addresses the addresses (including email) set out below for all purposes arising out of or in connection with this agreement at which addresses only all processes and notices arising out of or in connection with this agreement may validly be served upon or delivered by the Parties.

THE COMPANY:                       ___________________________________________

                                                ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONTRACTORS:               ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the Laws of the State of California.

IN WITNESS WHEREOF, each of the Parties has executed this Service Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.