Consultancy Agreement for Software Consultancy

CONSULTANCY AGREEMENT made this __ day of _____ 200- BETWEEN
__________________PVT. LTD. a Company incorporated in India having its
registered office at _______________ (Hereinafter called “the
company” of the FIRST PART)AND a Company incorporated under the laws of
___________ having its registered office at _________________________
(Hereinafter called “the Consultant” of the OTHER PART);

the Company is engaged in the business of Computer Software Programming and

WHEREAS the Consultant has _____ years of experience in the field of COMPUTER
TECHNOLOGY and has considerable technical know how, skill and experience in
this field;

WHEREAS the Company has requested the Consultant to render to the Company
Consultancy Services and other related services to which the Consultant has

WHEREAS the parties hereto are desirous of reducing the terms and conditions of
this agreement in writing;


1.     The Company hereby
appoints the Consultant to render Consultancy Services in the field of Computer
Software Programming and Development and to give the benefit of considerable
know how, commercial and technical knowledge, experience and skill. This advice
shall include data and assistance to the company.

2.     The Consultant shall
keep the company informed of the investment projects or trade opportunities and
shall also find foreign party financers for, the Company and shall introduce
the company to the relevant authorities, business and individuals as

3.     The Consultant shall
also render any other consultancy services and shall include all such data as
may be useful to the company.

4.     The Consultant shall
be required to render the abovementioned services at the office of the Company
in India or any such other places outside India as the Company may require. The
information and services may be given personally, or by facsimile, courier,
telephone, telex etc.

5.     The Company
undertakes to provide logistics as required by the Consultant.

6.     In consideration of
the services to be rendered and the information to be provided. The Company
shall pay to the consultant, a fees of U.S. $ ________/- (U.S. Dollars
________________only) per month for the entire duration of the contract. The
company would also reimburse to the consultant any directly related expenditure
if approved in advance.

7.     The duration of this
Agreement shall be at Will and it can be terminated by either party by giving
notice in writing of one month to the Other Party.

8.     The Company agrees to
notify the Consultant of their Officer’s travel plans at least quarterly in
advance to order to ensure that the Consultants are properly prepared.

9.     The services rendered
by the Consultant shall be at the office of the Company or by way of telephone,
fax or correspondence from the Consultant in to the Company in India.

10.  The Consultant shall
not divulge to a Third Party directly or indirectly any information about the
Company either during the subsistence of this Agreement or after its

11.  The addresses given
above shall also be the addresses of the party hereto for the purposes of
sending notices, letters and other communications.

WITNESS WHEREOF the parties hereto have hereunto set and subscribed their
respective hands the day and year first hereinabove written.

AND DELIVERED by the within- )


its Authorised Signatory___________________)

the presence of )

AND DELIVERED by the within- named


the presence of )

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