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Legal Hub Policies
Consulting Agreement between ITBreak.com Pvt. Ltd. and Consultant
The terms “expert” / “creator”/ "Consultant" individually and collectively refer to mentor and the terms “training company” refer to the Nanoschool (A website owned and managed by IT Break.Com Pvt. Ltd.)
WHEREAS, Company desires to engage Consultant to provide training and consulting services to Company, and Consultant desires to provide such services to Company;
NOW, THEREFORE, the parties agree as follows:
Engagement of Consultant: Company hereby engages Consultant to provide training and consulting services on a freelance basis for a period of [decided duration as per consent form] ("Engagement Period").
Services: Consultant agrees to provide the following services during the Engagement Period:
- Conduct training sessions for users of company on [discussed topics] at Company's premises or online.
- Provide consultancy and advisory services to Company on [discussed topics] as and when required by Company.
- Deliver any agreed-upon reports, documents, or materials to Company within the agreed time frame.
Expenses: Company shall reimburse Consultant for all reasonable and necessary expenses incurred by Consultant in connection with providing the services, provided that such expenses have been pre-approved by Company.
Confidentiality: Consultant shall keep confidential any and all confidential information of Company and its clients that comes to the knowledge of Consultant during the course of providing the services.
Non-Solicitation and Non-Compete: Consultant agrees that during the Engagement Period and for a period of [decided duration as per consent form] thereafter, Consultant shall not, directly or indirectly, solicit or attempt to solicit any of Company's clients, associates, or employees for any purpose whatsoever, nor shall Consultant associate with or engage in any activities with any entity or organization that is in competition with Company or that may result in any conflict of interest.
1. Grant of Publishing/ Hosting/ Managing Rights
A. The expert hereby grants the training company, its successors and representatives, and assigns the sole and exclusive rights to publish/ host and manage (i.e., Conduct, publish, and sell) the work in English language in all forms, during the full term of copyright and any renewals and extensions thereof, except as provided herein.
B. The training company shall have the sole and exclusive right to publish or license the work for publication in English language or any other languages in India and in any other foreign countries.
C. The creator shall execute and deliver all-related documents to the training company, which the training company reasonably deems necessary or appropriate to evidence or effectuates the rights granted in this agreement.
D. If, at any time during the effective term of this agreement, a claim shall arise for infringement or unfair competition as to any of the rights, which are the subject of this agreement, the parties may proceed jointly or separately to prosecute an action based on such claims. If the parties proceed jointly, the expenses (including attorneys’ fees) and recovery, if any, shall be shared equally by the parties. If the parties do not proceeds jointly, each party shall have the right to proceed separately, and if so, such party shall bear the costs of litigation and shall own and retain any and all recovery resulting from such litigation. If the party proceeding separately does not hold the record title of the copyright issue, the other party hereby consents that the action should be brought in his, her, or its name. Notwithstanding the foregoing, the training company has no obligation to initiate litigation on such claims and shall not be liable for any failure to do so.
E. Nothing contained in this clause shall be construed as limiting, modifying, or otherwise affecting any of the rights granted to the training company under this agreement.
Copyright of the work, if not heretofore registered, shall be registered by the training company, upon first publication, in a timely manner in the name of the creator, in India and other countries as the training company deems feasible or desirable, and the proper copyright notice or notices necessary to protect copyright and any work shall be made available at appropriate place, in every copy thereof, in the name of the creator. The training company shall also have the right to affect any renewals of copyright provided by the law and the right to any assistance from the creator or creator’s heirs, successors, or assigns, essential thereto.
3. Creator's Warranties and Indemnity
A. The creator warrants to the training company and its licensees that he/she is the sole creator and proprietor of the work; the work has not heretofore been published/ used in any form or any other confidential format; he/she is the owner of all the rights granted to the training company; has full authority to enter into this agreement; said rights are not subject to any proper agreement, lien, or other claim or rights which may interfere with the rights herein granted; the work is original and not in the public domain; it does not violate the right of privacy of any person; it contains no libelous, obscene, or other unlawful matter; and it does not infringe upon the copyright or violate any other right of any person or party. The creator agrees to hold the training company harmless against any damages, including attorney’s fees, finally sustained in any suit involving the training company or its licensees by reason of a violation of any of these warranties.
B. If any such suit is instituted, the training company shall promptly notify the creator and may withhold payments due to the creator under this agreement, until such suit has been settled or withdrawn. If a final adverse judgment is rendered and is not discharged by the creator, the training company may apply the payments so withheld to the satisfaction of such judgment. The creator undertakes for himself/herself, her successors and assigns, to execute at any time, on request of the training company, any document or documents to confirm or continue any of the rights defined herein, and to take all necessary proceedings to enforce copyright in India and elsewhere.
C. If the creator unreasonably disapproves any out-of-court settlement recommended by the training company and the claim or suit proceeds to trial, the creator shall be liable for all the training company’s fees, costs, damages, and expenses connected with such trial regardless of outcome. The training company shall have the right to reasonably extend the benefit of the indemnities to any person, firm, or corporation at any time, and the creator shall be liable thereon as if creator’s warranties were originally made to such person, firm, or corporation.
D. The provisions of this Section 3 shall survive the termination of this agreement.
4. Delivery of New Work Program Content
A. The creator agrees to deliver to the training company final content related of the work, in content and satisfactory form to the training company.
B. The creator acknowledges and confirms that the training company shall have no liability of any kind for the loss or destruction of the content provided by the creator to the training company and agrees to make and maintain copies of all documents and materials for use in the event of such loss or destruction.
C. If the training company, in its sole discretion, reasonably deems the full program content delivered by the creator in an unacceptable form and substance, then the training company shall promptly advise the creator by written notice, and the creator shall cure any defects and generally revise and correct the chapter/full book content to the reasonable satisfaction of the training company and deliver fully revised and corrected program content and/or other materials promptly after receipt of notice.
D. If the creator fails to deliver any required materials under this agreement, and/or any revisions and corrections thereof as requested by the training company, or if the creator fails to do so in a form and substance reasonably satisfactory to the training company, then the training company shall have the right to terminate this agreement by so informing the creator by letter sent by certified email, return receipt requested, to the address of the creator set forth herein.
E. Points to ponder, Q&A, highlight, and bibliography have to be contributed by creator at appropriate places to make the program more useful and effective for participants. If creator is not able or could not provide these, training company has rights to get them developed and deduct the cost incurred from future royalties.
5. Creator’s Alterations
The training company agrees to allow the creator to make changes in the work at the final proof stage, other than corrections of errors before final submission. If the cost of such alterations exceeds this sum, the balance will be charged to the creator’s royalty account, provided, also, however, that the training company shall promptly furnish to the creator an itemized statement of such additional expenses, and shall make available the corrected proofs for inspection by the creator. The creator agrees to correct and return, no later than ten (10) days after the receipt thereof, proofs provided by the training company. The creator agrees to deliver the final updated revised copy satisfactorily to the training company.
6. Layout, Price, Promotion, and Distribution
A. If the training company wishes to make editorial changes or deletions in the work , it shall consult with the creator prior to issuing about the changes, and if the creator and training company cannot agree on the changes or deletions, the issues at question shall be decided upon by a mutually chosen editor. The training company reserves the right to reject the work for any reason with written notice to the creator.
B. The training company agrees to publish the work within 6 months from the Date of Submission mentioned in point 6A of this contract, provided all training company-specific specifications have been met. In case of delays from causes beyond the control of the training company, or in case the creator fails to return proofs within forty-five (45) days after they received the file, the period shall be extended to cover such delays. If the training company fails to publish the work before the expiration of said period, except as provided herein, its failure to do so shall be deemed cause for the creator, if he/she so desires, to terminate this agreement.
7. Advertising and Promotion
A. The training company shall have the right to use, and to license others to use, the creator’s name, image, likeness, and biographical material for advertising, promotion, and other exploitation of the work, and the other rights granted under this agreement provided that the training company has obtained the creator’s approval which shall not be unreasonably withheld to said use and exploitation.
B. The training company shall have the right to determine the time, place, method, and manner of advertising, promotion, and other exploitation of the work provided to the training company.
If at any time while this agreement continues in force the training company deems the publication of a new edition or revision of the desirable work, it shall notify the creator through letter/email. If the creator is able and wishes to undertake the preparation of such a new edition or revision, he/she shall inform to the training company in writing within 1 week or as deemed fit by training company of receipt of said notice. Such new edition or revision, if undertaken by the creator, shall be agreed by both training company and the creator, and the date of delivery of the revised chapter thereof shall also be established by mutual written agreement.
9. Competing Works
The creator agrees that during the existence of this agreement, creator will not prepare or cause to be prepared or published in creator’s name or otherwise, any work that shall interfere with or injure the sale or distribution of the work herein specified.
The training company agrees to provide remuneration to expert/ mentor/ creator a defined amount as mentioned in the consent form shared with expert on their email ids (net effective value received by training company’s, including Taxes ) in each student enrolled of the Program actually sold.
(b) No royalty will be payable in respect of any free access or given away for review or complimentary access to the programs.
(c) If the training company themselves undertakes the publication of translations, or abridgments, or adaptations of the work in English or in Indian languages, this agreement will govern, as far as the context will permit, such publication by the training company’s and accounting and payment to the creator will be governed by clauses 10(a), 10(b), and 10(c) mentioned above, subject to the deduction of expenses incurred by the training company in having the said translations, abridgments, or adaptations.
(d) Royalties are paid through account payee cheque or through NEFT transfer to creators account twice a year in the month of April and October, after the program is published .
11. Delivery of Work
If the creator fails to supply the full and final type-scripted Content along with the agreed illustrations by the date mentioned for this purpose in this agreement, the training company shall have the option, any time after this date, unilaterally to declare this agreement canceled after giving the creator 30 days’ notice in writing to provide the necessary material, unless the training company have meanwhile agreed in writing to an extension of the period of submitting the material. In the absence of such a written notice, this agreement will continue to be fully effective, and for this period the training company will be deemed to agree to an extension of the date for the delivery of the material till the date of the expiry of any notice the training company may subsequently serve on the creator.
The creator agrees to provide a subject-index for each edition of the Course. On his inability or refusal to do so, the training company would be free to get the same prepared by any person deemed competent by them, and the cost will be debited to the royalty account as a first charge.
13. Creator’s Copies
The training company agree to give full access to the creator on publication of each new edition of the work and to give such access for personal use and not for resale at the terms allowed by the training company.
If and when a supplement to the work is deemed necessary by the training company, the creator agrees to supply for the same within reasonable time, failing which the training company would be at liberty to get the same prepared against his cost.
The creator warrants that the work is original except for such excerpts from copyrighted works as may be included with the permission of the copyright owners thereof, that it contains no libelous statements, nothing unlawful, and does not infringe upon any copyright, trademark, patent, statutory right, proprietary right of others, and that he/she will indemnify the training company against any costs, expenses, and damages arising from any of this warranty.
This agreement may be assigned by either party, but only as a whole, and no part of the respective interests of either party may be assigned without the written consent of the other party. Notwithstanding any such assignments, this agreement shall be binding on the parties hereto, their heirs, successors, assigns, and personal representatives.
16. Protection of Copyright
The training company shall be free to take on the creator’s behalf but at the training company’ expense, any action, including legal action, that the training company may consider necessary to protect their rights under this agreement arising out of the creator’s copyright in the work.
17. Withdrawal Policy
If the creator, under any condition, decides to withdraw the Program or becomes non- responsive regarding the release or amendments in the Program as per the validity of the agreement, the training company has all the rights to get the program published under the agreement by taking the help of external/internal experts. If after signing the consent form the creator wants to publish or deliver the work (same as designed by NANOSCHOOL in form of training program or workshop) with another training company, self-publish or refuses to publish the Program under the agreement, the creator shall agree to pay twice the cost incurred by the training company on the work under development. The cost incurred by the training company will be calculated by the training company and is acceptable by the creator based on Industry norms.
18. Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, strikes, or natural disasters.
If a dispute arises between the parties to this agreement concerning matters covered by this agreement or incidental thereto, this dispute will be referred to the arbitration of two arbitrators, one each appointed by the parties hereto, and, in case the arbitrators disagree, to an umpire of their choice, and the provisions of the Indian Arbitration Act as in force at the time of the arbitration will apply. Place of arbitration would be Delhi.
20. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of India
The terms “User/ participant” individually and collectively refer to user and the terms “company” refer to the Nanoschool (A website owned and managed by IT Break.Com Pvt. Ltd.)
- Intellectual Property Rights: All content on the company website, including but not limited to text, graphics, logos, images, videos, and software, is the property of company or its content suppliers and is protected by applicable intellectual property laws. Users and participants may not copy, reproduce, distribute, or create derivative works based on the content without prior written permission from company.
- Code of Conduct: Participants and users of the company website are expected to behave in a professional and respectful manner at all times. Any behavior that is deemed disruptive, offensive, or harassing will not be tolerated and may result in the participant or user being banned from the website and its services.
- Liability and Indemnification: company is not liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages, arising from the use of the website or its services. Participants and users agree to indemnify and hold company harmless from any claims, damages, or losses arising from their use of the website or its services.
- Termination and Cancellation: company reserves the right to terminate or cancel the services provided to a participant or user at any time, for any reason, without prior notice. Participants and users may cancel their enrollment in a course at any time, subject to the refund policy.
- Dispute Resolution: Any disputes arising from the use of the company website or its services will be resolved through binding arbitration in accordance with the laws of the jurisdiction in which company is located.
- Governing Law: This legal policy shall be governed by and construed in accordance with the laws of the jurisdiction in which company is located, without regard to its conflict of laws principles.
- Changes to the Policy: company reserves the right to change this legal policy at any time, without prior notice. Any changes will be posted on the website and will be effective immediately upon posting.
By using the company website and enrolling in its courses, participants and users agree to abide by the terms and conditions set forth in this legal policy.
NSTC has been working diligently since 2006 with the goal of fostering research, business collaboration and providing advanced education and training in the Science & Technology industry and thus playing a proactive role in India's development process in the next generation technology.
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