This agreement establishes a business relationship between Click4csp.com and an independent contractor (Distributor of Click4csp.com) to provide marketing and data entry services. It outlines the terms of compensation, confidentiality of information, non-competition after the agreement ends, and other standard contractual terms.

1. AGREEMENT
THIS AGREEMENT is effective as of the …………………………………..day of by and between Services Inc,
a Texas corporation located at office Ugf 5 Durga tower RDC Ghaziabad , (referred to as
"Company,"Rudra technogies private limited and operating as an Pen India of Click4csp.com (
referred Learning to as "Distributor of Click4csp.com").
WHEREAS, click4csp.com; and WHEREAS, Master Distributor of Click4csp.com has expertise that
Distributor of Click4csp.com and click4csp.com believe may be applicable to the development
and/or commercialization of click4csp.com's products and services;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained in this
Agreement, click4csp.com and Independent
Contractor agrees as follows: 1. Terms 1.1 Services. Distributor of Click4csp.com shall provide
services to the Company including: Data entry and Marketing research for the development of our
databases and advertising on online classified sites. Distributor of Click4csp.com and the Company
may agree, orally or in writing, on additional services or development tasks that are to be
performed under this Agreement. Any change in compensation, or the term of the agreement must
be in writing.
1.2 Time and Manner of Performance. Distributor of Click4csp.com shall devote such time as is
required to providing services under this Agreement. Distributor of Click4csp.com shall be available
for telephone and personal consultation and assistance on a reasonable basis consistent with the
needs of the Company and the necessary performance of the services described in section 1.1
above.
All services hereunder shall be performed in accordance with good professional practice.
1.3 Fee and Term. As full and complete compensation for Contractor's services and all rights
granted or assigned to Company by Contractor under this Agreement, Distributor of Click4csp.com
shall be compensated at the rate: rs 75000 per property entry to website, paid bi-monthly on 1st
and 15th. 2 per classified Data entry, paid bi-monthly on 1st and 15th.
1.4 Termination. This Agreement may be terminated by either party without cause by giving the
other party thirty (30) days written notice of termination. Such notice shall be given to the
Company at its principal office, addressed to the President, or to the Distributor of Click4csp.com at
the address designate above.
The provisions of sections 2, 3, 4 and 5 under this agreement shall survive termination. 2.
Confidentiality 2.1 "Confidential click4csp.com Information" means all of click4csp.com's system
architecture, planning, marketing, financing, and other proprietary know-how (except that
excluded herein), whether or not the know-how is the subject of a pending patent application or is a
patentable invention. Confidential click4csp.com Information may be contained in oral
communications, as well as in any tangible expressions referring or relating to click4csp.com's
systems and business practices, including, without limitation, software and hardware, manuals,

2. notes, documentation, technical information, drawings, diagrams, specifications, formulas, industry
contacts, and know-how related to any of click4csp.com's services; any information regarding
products and services incorporating the technology of other companies; and any other information
that is clearly marked as confidential or proprietary, or which under the circumstances should in
good faith be treated as confidential. In addition, all text, writings, materials and information
developed, created or produced by Distributor of Click4csp.com for click4csp.com shall constitute
Confidential click4csp.com Information.
Source materials, information and technology developed by Distributor of Click4csp.com under this
Agreement shall also be deemed Confidential click4csp.com Information upon its conception.
Confidential click4csp.com Information does not include any information that: (i) was known to it
prior to its receipt from click4csp.com; (ii) was received by Distributor of Click4csp.com from a
third party without violation of a nondisclosure obligation of that third party; (iii) is independently
developed by or for Distributor of Click4csp.com without using Confidential click4csp.com
Information; or (iv) is or becomes a part of the public domain through no violation of this
Agreement. Distributor of Click4csp.com shall have the burden in any dispute of showing that
information is not Confidential click4csp.com Information.
2.2 Ownership by click4csp.com. All Confidential click4csp.com Information disclosed by
click4csp.com, all materials referring or relating to Confidential click4csp.com Information, any
software, hardware, equipment or devices incorporating any Confidential click4csp.com
Information are and shall remain the sole and exclusive property of click4csp.com and, except as set
forth in this Agreement, Distributor of Click4csp.com shall have no interest in or rights to use or
disclose Confidential click4csp.com Information.
2.3 Use of Confidential click4csp.com Information. Distributor of Click4csp.com agrees that all
Confidential click4csp.com Information disclosed to Distributor of Click4csp.com is subject to this
Agreement and will be received and held in confidence by Distributor of Click4csp.com. Distributor
of Click4csp.com will take all necessary steps to prevent disclosure of Confidential click4csp.com
Information to others and will not use or disclose Confidential click4csp.com Information except as
set forth in this Agreement or with the express prior written consent of click4csp.com.
2.4 Employee and Third Party Agreements. Distributor of Click4csp.com agrees that Confidential
click4csp.com Information disclosed to it under this Agreement and any plans, contacts, software,
hardware, equipment or devices incorporating any Confidential click4csp.com Information may be
disclosed or delivered to third parties only with the prior written consent of click4csp.com.
Distributor of Click4csp.com shall be responsible for ensuring that any permitted third-party
recipients of Confidential click4csp.com Information have signed a Confidential Disclosure and
Non-Use Agreement satisfactory to click4csp.com having obligations of nondisclosure and non-use
at least equivalent to those contained in this Agreement.
2.5 click4csp.com Materials. Distributor of Click4csp.com will safeguard and return to
click4csp.com when my engagement ends, or sooner if click4csp.com requests, all documents and
property in my care, custody or control relating to my engagement or click4csp.com's business,
including without limitation any documents that contain click4csp.com's confidential information.

3. Distributor of Click4csp.com shall also furnish to click4csp.com a certificate from an officer of
Distributor of Click4csp.com verifying that all records relating to Confidential click4csp.com
Information have been destroyed or returned to click4csp.com.
2.6 Proprietary Notices. Distributor of Click4csp.com shall not remove, obscure or alter any notice
of patent, copyright, trade secret or proprietary right on any Confidential click4csp.com
Information without click4csp.com's prior written authorization.
2.7 Notification of Unauthorized Disclosure. Distributor of Click4csp.com shall immediately notify
click4csp.com of any actual or suspected unauthorized use or disclosure of Confidential
click4csp.com Information, and will cooperate with click4csp.com in obtaining injunctive or other
equitable relief and in any suit for damages. If Distributor of Click4csp.com of any permitted third-
party recipients of confidential click4csp.com Information receives a subpoena or other legal
process seeking disclosure of the confidential click4csp.com Information, Distributor of
Click4csp.com shall immediately notify click4csp.com and cooperate fully with click4csp.com in
contesting such disclosure.
2.8 Continuing Duty. Distributor of Click4csp.com's agreement to protect click4csp.com's
confidential information apply both while Distributor of Click4csp.com is engaged by click4csp.com
and after the engagement by click4csp.com ends, regardless of the reason it ends.
3. Distributor of Click4csp.com Covenants and Agrees: 3.1 Distributor of Click4csp.com
Representations and Warranties. Distributor of Click4csp.com represents and warrants that (a)
Distributor of Click4csp.com has the full power and authority to enter into and to fulfill the terms of
this Agreement and to grant the rights described herein; (b) Distributor of Click4csp.com has not
entered and will not enter into any agreements or activities that will or might interfere or conflict
with the terms hereof; (c) the Work is and will be wholly original with Distributor of Click4csp.com
and not copied in whole or in part from any other work except materials in the public domain or
supplied to Distributor of Click4csp.com by Company; and (d) neither the Work nor the use thereof
infringes upon or violates any right of privacy or publicity of, or constitutes a libel, slander or any
unfair competition against, or infringes upon or violates the copyright, trademark rights or other
intellectual property rights of any person or entity.
3.2 Indemnity. Distributor of Click4csp.com agrees to indemnify and hold click4csp.com harmless
against any losses, damages or costs, including attorney's fees, arising from the unauthorized
disclosure or use of Confidential click4csp.com Information or any software, hardware, equipment
or devices incorporating any Confidential click4csp.com Information by Distributor of
Click4csp.com or by third parties to whom Distributor of Click4csp.com has without click4csp.com
permission disclosed or delivered Confidential click4csp.com Information or any software,
hardware, equipment or devices incorporating any Confidential click4csp.com Information.
3.3 Distributor of Click4csp.com's Performance of Services. Distributor of Click4csp.com shall
perform the Services in a professional manner in accordance with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
Distributor of Click4csp.com warrants that the Services performed by Distributor of Click4csp.com,

4. and any permitted third parties over whom Distributor of Click4csp.com has legal and/or actual
control or supervisory authority (including, without limitation, any agents, employees, or other
Distributor of Click4csp.com) shall be conducted in strict accordance with this Agreement.
Distributor of Click4csp.com furthermore warrants that Distributor of Click4csp.com shall not use
any materials without proper authorization during performance of the Services, and warrants that
all services provided under this Agreement shall be original. Distributor of Click4csp.com shall
perform the Services within the time and at the cost provided above.
3.4 Confidentiality of Others. Distributor of Click4csp.com acknowledges it is click4csp.com's policy
not to improperly obtain or use confidential, proprietary or trade secret information that belongs to
third parties, including others who have employed or engaged Distributor of Click4csp.com or who
have entrusted confidential information to Distributor of Click4csp.com. Distributor of
Click4csp.com will not use for click4csp.com's benefit or disclose to click4csp.com confidential,
proprietary or trade secret information that belongs to others, unless Distributor of Click4csp.com
advises click4csp.com that the information belongs to a third party and both click4csp.com and the
owners of the information consent to the disclosure and use.
3.5 Non-raiding of Employees. So long as Distributor of Click4csp.com is engaged by click4csp.com
and for twenty-four (24) months after my engagement ends, regardless of the reason it ends,
Distributor of Click4csp.com will not on Distributor of Click4csp.com's behalf or on behalf of a client
of Distributor of Click4csp.com directly or indirectly solicit any employee to leave his or her
employment with click4csp.com. This includes that Distributor of Click4csp.com will not (a)
disclose to any third party the names, backgrounds or qualifications of any click4csp.com
employees or otherwise identify them as potential candidates for employment; (b) personally or
through any other person approach, recruit or otherwise solicit employees of click4csp.com to
work for any other employer; or (c) participate in any pre-employment interviews with any person
who was employed by click4csp.com while Distributor of Click4csp.com was engaged by
click4csp.com.
3.6 No Disparagement or Interference. Distributor of Click4csp.com will not disparage
click4csp.com or its business or products and will not interfere with click4csp.com's relationships
with its customers, employees, vendors, bankers or others. This applies both while Distributor of
Click4csp.com engaged by click4csp.com and after this engagement by click4csp.com ends,
regardless of the reason it ends. 3.7 Other Engagements While Engaged By click4csp.com. While
Distributor of Click4csp.com is engaged by click4csp.com Distributor of Click4csp.com will not do
work that competes with or relates to any of click4csp.com's products or activities without first
obtaining click4csp.com's written permission. Any business opportunities related to
click4csp.com's business that Distributor of Click4csp.com learns of or obtains in the course of my
engagement by click4csp.com belong to click4csp.com, and Distributor of Click4csp.com will pursue
them only for click4csp.com's benefit.
3.8 Noncompetition After Engagement by click4csp.com Ends. For twenty-four (60) months after
Distributor of Click4csp.com's engagement by click4csp.com ends, regardless of the reason it ends,
Distributor of Click4csp.com will not, directly or indirectly: (a) sell, market or propose to sell or
market products that compete or will compete with click4csp.com's then existing or reasonably

5. anticipated products ("Competing Products") in any geographic area where click4csp.com's
products are then marketed, (b) design or develop Competing Products, or (c) work for or with, or
provide services or information to, any person or entity that (i) sells, markets or proposes to sell or
market Competing Products in any geographic area where click4csp.com's products are then
marketed, (ii) is designing or developing Competing Products, or (iii) is shown on the attached list
of Competing Companies. Distributor of Click4csp.com understands that in cases where this
noncompetition provision does not apply, Distributor of Click4csp.com is still subject to all other
obligations to click4csp.com, including obligations related to click4csp.com's inventions, copyrights
and confidential information.
3.9 Disclosure of Other Work. Before Distributor of Click4csp.com undertakes any work during my
engagement by click4csp.com or within twenty-four (24) months after this engagement ends that
will involve subject matter related to click4csp.com's activities, Distributor of Click4csp.com will
fully disclose the proposed work to click4csp.com.
3.10 Reasonableness of Terms. Distributor of Click4csp.com acknowledge that the terms of this
agreement are reasonably necessary to protect click4csp.com's legitimate business interests and
acknowledges that when this engagement with click4csp.com ends Distributor of Click4csp.com's
experience and capabilities are such that Distributor of Click4csp.com can obtain other
engagements or employment that does not violate this agreement, and that an injunction to enforce
this agreement will not prevent Distributor of Click4csp.com from earning a reasonable livelihood.
3.11 Future Consulting or Employment for click4csp.com. If, after Distributor of Click4csp.com's
engagement by click4csp.com ends, click4csp.com employs Distributor of Click4csp.com or engages
Distributor of Click4csp.com again, then this agreement shall apply to my later employment(s) or
engagement(s) unless they follow a period of a year or more during which Distributor of
Click4csp.com was neither employed nor engaged by click4csp.com. If this agreement becomes
applicable to an employment relationship, the references in this agreement to my engagement by
click4csp.com shall be treated, as appropriate, as referring to Distributor of Click4csp.com's
employment relationship with click4csp.com.
3.12 No Guarantee of Continued Engagement. Distributor of Click4csp.com understand this
agreement is not a guarantee that this engagement will continue. This engagement is terminable at
any time by click4csp.com or, with or without cause or prior notice, unless otherwise provided in
writing.
3.13 No Conflicting Agreements. Distributor of Click4csp.com is not a party to any agreements,
such as confidentiality or noncompetition agreements, that limit Distributor of Click4csp.com's
ability to perform my duties for click4csp.com.
3.14 Compliance with Law. Distributor of Click4csp.com shall perform the Services in accordance
with and shall comply with all applicable laws, ordinances, requirements, directions, rules, statutes,
regulations and lawful order.

6. 3.15 Restricted Publication. Any publication by Distributor of Click4csp.com of information based
upon information provided to or provided by click4csp.com shall be subject to the prior review and
written approval of click4csp.com.
3.16 Confidentiality by Employees and Others. click4csp.com hereby authorizes Distributor of
Click4csp.com to disclose Confidential click4csp.com Information, on a need to know basis, to
employees of Distributor of Click4csp.com or any persons contracting for services to Distributor of
Click4csp.com, who will be performing services in accordance with this agreement. Such employees
will execute this agreement and in so doing, agree to be bound by the terms here of as if they were
Distributor of Click4csp.com.
3.17 Agreement Confidential. Except as an authorized representative of click4csp.com may
otherwise consent in writing, Distributor of Click4csp.com will not disclose the nature of any work
that Distributor of Click4csp.com has performed under this Agreement, or any information
regarding click4csp.com's products, services, processes, inventions, or materials.
4. Intellectual Property Rights 4.1 click4csp.com Ownership of Intellectual Property Rights.
Distributor of Click4csp.com agrees and acknowledges that click4csp.com owns all intellectual
property rights in materials or information developed by click4csp.com, Distributor of
Click4csp.com, or as a result of cooperation between click4csp.com and Distributor of
Click4csp.com, that relates in any way to or is based on Confidential click4csp.com information or
technology being developed by click4csp.com. Distributor of Click4csp.com shall regularly and
promptly disclose information and technology developed by Distributor of Click4csp.com that
relates in any way to or is based on Confidential click4csp.com information to click4csp.com. Any
information and technology developed by Distributor of Click4csp.com under this Agreement shall
be deemed a "work for hire" for purposes of copyright ownership.
4.2 Work-for-Hire Provisions. The work product of Distributor of Click4csp.com's services provided
pursuant to this Agreement is the "Work." To the extent that the Work includes any material subject
to copyright, that Work is done as and constitutes a "work for hire" as defined under US all other
relevant copyright laws to the fullest extent permitted, and as a result Company shall own all
copyrights and trademarks in and to such Work.
4.3 Cooperation with click4csp.com. Distributor of Click4csp.com hereby assigns any and all rights,
title or interest that it may now or hereafter have in any Confidential click4csp.com information and
related patent, copyright, trade secret and other proprietary rights. Distributor of Click4csp.com
shall take such additional actions (including without limitation, the executions and delivery of
separate assignments and additional documents) as click4csp.com may reasonably request to
effect, perfect or evidence such assignment or click4csp.com's ownership of all Confidential
click4csp.com information and related proprietary rights. To the extent that the Work includes any
material subject to copyright which is not "work for hire," or is subject to patent, trade secret, or
other intellectual property protection, Distributor of Click4csp.com hereby irrevocably assigns,
transfers and conveys to Company, and its successors and assigns, all right, title and interest in and
to the Work, including all copyrights, trademarks, patents, trade secrets, and other intellectual
property rights therein (including extensions and renewals thereof and the right to license and

7. assign). Distributor of Click4csp.com shall execute and deliver such instruments and take such
other actions as may be required and requested by Company to carry out the assignment made
pursuant to this section. Contractor hereby waives any so-called "droit moral" rights, "moral rights
of authors" and all other similar rights however denominated throughout the world. Company shall
not be obligated to either exercise any of the rights granted to Company herein, make any use of
any of the Work, or attribute the Work to Distributor of Click4csp.com.
4.4 Prior Inventions and Materials. The Company expects Distributor of Click4csp.com to make use
of all resources available to Distributor of Click4csp.com to complete the services and development
tasks set forth herein. Inventions, innovations and writings shall be considered general knowledge
or skill of the Distributor of Click4csp.com and shall become the property of click4csp.com to the
extent utilized by Distributor of Click4csp.com in providing services hereunder, as set forth in
section
4.1 of this Agreement. Distributor of Click4csp.com shall not disclose to click4csp.com any
information subject to claims or confidential agreements between the Distributor of Click4csp.com
and any third parties. Inventions and proprietary material that shall remain the possession of client
shall be listed in Exhibit C. Company shall have no claim to these inventions or materials.
4.5 Protection. Nothing in this Agreement shall be deemed to prevent click4csp.com from
preparation and prosecution of applications for and the procurement, issuance, maintenance,
enforcement and defense of patents, trademarks, service marks, and/or copyrights, throughout the
world, based on inventions, and/or subject matter or combinations thereof, disclosed under this
Agreement.
4.6 Limitation. Notwithstanding any terms of this Agreement appearing to be to the contrary, this
agreement does not apply to any Invention or Work of Distributor of Click4csp.com for which no
equipment, supplies, facilities or trade secret information of click4csp.com was used and which was
developed entirely on Distributor of Click4csp.com's own time, unless (a) the Invention or Work
relates (i) directly to click4csp.com's business or (ii) to click4csp.com's actual or demonstrably
anticipated research or development, or (b) the Invention or Work results from any services
Distributor of Click4csp.com provided to click4csp.com.
5. Miscellaneous Provisions 5.1 Relationship Between the Parties. Nothing contained in this
Agreement shall be construed as creating any partnership or joint venture between Distributor of
Click4csp.com and click4csp.com. Distributor of Click4csp.com undertakes to perform under the
terms of this Agreement as an Distributor of Click4csp.com. Distributor of Click4csp.com has no
authority to create any obligation, express or implied, on behalf of, or to bind click4csp.com, except
as specifically authorized in this Agreement. 5.2 Entire Agreement; Waiver; Assignment. This
Agreement, contains the entire understanding of the parties with respect to its subject matter and
supersedes all other agreements and offers with respect to such subject matter. This Agreement
may not be assigned by Distributor of Click4csp.com without the prior written consent of
click4csp.com. The provisions of this Agreement may not be waived or changed except by a writing
signed by the party against whom enforcement of the waiver or change is sought. No waiver of any

8. breach shall constitute a subsequent waiver of any subsequent breach. This Agreement shall be
binding on and inure to the benefit of the parties' successors and permitted assigns.
5.3 Breach of Agreement. In the event of an actual or alleged breach of this Agreement by Company,
or under any other circumstances whatsoever, any rights and remedies Distributor of
Click4csp.com may have against Company or its successors or assigns will be limited to the right to
recover actual damages, if any, in an action at law. Distributor of Click4csp.com hereby waives any
right or remedy in equity, including but not limited to any right to rescind or terminate Company's
rights hereunder or to seek or obtain injunctive relief of any kind.
5.4 Acknowledgment of Irreparable Harm. Distributor of Click4csp.com acknowledges that the
Confidential click4csp.com Information contains trade secrets and other proprietary information,
and that any disclosure or use of the Confidential Information other than as expressly permitted
herein will cause irreparable harm to click4csp.com. Distributor of Click4csp.com therefore agrees
to the entry of temporary, preliminary and permanent injunctions by any court of competent
jurisdiction to prevent breach, or to compel performance, of this Agreement. This remedy is in
addition to any other remedy available to click4csp.com.
5.5 Notices. Any notice required or permitted to be given under this Agreement shall be in writing
and may be personally delivered or sent by courier service, telegraph, telex, or facsimile copier, and
shall be deemed given when delivered or sent to the address given at the outset of this Agreement,
or as subsequently changed by notice.
5.6 Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Texas. Distributor of Click4csp.com and click4csp.com
agree that venue and jurisdiction for purposes of resolving any dispute that arises in connection
with this Agreement shall lie only in courts located in [Ghaziabad ], Texas and they agree to bring all
such actions in [Rajnagar district center], The parties recognize that remedies at law may be
inadequate to protect click4csp.com against the breach of this Agreement and the parties therefore
consent to the granting of injunctive relief, whether temporary, preliminary or final, to
click4csp.com without proof of actual damages.
5.7 Changes. No cancellation, modification, amendment, or other change in this Agreement or any
provision hereof, or waiver of any right or remedy herein provided, shall be effective for any
purpose unless specifically set forth in writing signed by both parties. No waiver of any right or
remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such
right or remedy in respect of such occurrence or event on any other occasion.
5.8 Opportunity for Legal Review. Each party has had the opportunity to review the terms of this
contract with legal counsel and to negotiate the terms hereof.
5.9 Fees and Costs. If any action to enforce or interpret this Agreement is taken by click4csp.com or
Distributor of Click4csp.com against the other, then the substantially prevailing party in such action
will be entitled to recover from the other its costs and expenses incurred in taking or defending
such action, including reasonable fees of attorneys, the fees of experts and other technical advisors,
and costs incurred and inclusive of any appeal.

9. 5.10 Severability. If any provision of this Agreement is held to be invalid, void or unenforceable as
written, such provision shall be interpreted so as to apply and be enforced to the maximum extent
permitted by law, and the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way. IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date indicated above.
Executed on the respective dates entered below:-
For Company ____________________________
Signed By
Signature…………………………
Date: ________________
For Distributor
Signed By__________________
(Proprietor, ) Signature……………………..
Date: ________________
WITNESS
Signature- ____________________
Name- ____________________
Address- ____________________