This service agreement (agreement) is executed on 8 august 2011 at New Delhi by and betweenThe public health foundation of India, a society registered under the societies registration act 1860,having its working office at PHD house, 4/2, sirifort institutional area, august kranti marg , newdelhi-110016, India(hereinafter referred to as PHFI which expression shall unless be repugnant tocontext or meaning thereof shall mean and include its successors and assigns) of the first part;AndPrayas Foundation, a non-for-profit organisation, registered under the societies registeration act1860, having its office at plot no. 6 bajarang colony, behind lata cinema , jhiotwara, jaipur-302012(hereinafter referred to as the Prayas Foundation’ which expression shall unless berepugnant to context or meaning there of shall mean and include its successor and assigns) of thesecond part.PHFI and Prayas Foundation are individually referred to as the party and collectively as the parties.
WHEREAS: 1. PHFI is undertaking a project titled “coordination of frontline workers of RCH (NRHM) and ICDS of government of india : a case study of rajasthan (“Project”) conceptualized and to be executed by the Dphil. Candidate, Reetu Sharma, (hereafter as “candidate “) under PHFI’s wellcome trust capacity building programme. 2. As the data collection phase of the project will be undertaken in two blocks (tribal and rural) of Udaipur district of the state of rajasthan in india, PHFI and Prayas Foundation have agreed that Ms. Reetu Sharma will use Prayas Foundation’s office, equipments/instruments and staff for her field work, data collection (only for survey), language transcription, translation, support in data entry and for establishing local contacts in the area to undertake the project. 3. PHFI is desirous of engaging Prayas Foundation who shall act as an independent service provider to undertake the activities, as detailed below. Pryas Foundation has agreed to undertake this task, according to the terms and conditions set forth herein. NOWTHEREFORE, in considering of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge the parties here to agree as follows:1. Definitions 1.1. In this agreement , unless the context otherwise requires or unless otherwise defined or provide for herein, the terms mention below shall be have the following meaning in this agreement: “Agreement” shall mean this service agreement; “Applicable laws” means any statute, law regulation, ordinance, rule, judgement, notification, rule of common law, order decree, by-law, government approval, directive, guideline, requirement or other government restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as the date of this agreement or thereafter;
“Confidential Information” shall mean any and all confidential information provided by PHFiand /Or the candidate to Prayas Foundation or to which the Prayas Foundation has accessowing to its relationship with PHFI, including but not limited to (1) this agreement and allinformation exchanged between the parties under this agreement or during the negotiationpreceding this agreement (2) intellectual property information ;(3)information relating tothe current, future , and proposed projects of PHFI (4) all data collected or generated inrelation, or pursuant, to the project (5) information relating to the fee, perquisites and /orother terms and conditions on which PHFI selects its service provider and (6) such otherinformation which by its nature or the circumstances or its discloser is confidential but shallnot include information which (1) is in the public domain; or (2) was lawfully received from athird party who was under no confidentiality obligation to PHFI; or (3) is required to bedisclosed to governmental authorities or pursuant to a judgement to a judgement or orderof a court in India.Translation Person” shall mean a local person who understands local dialects and translatesthat into Hindi for the D.Phil scholar in and off the field. Translator will also help the D.Philscholar translate study tools from English to Hindi.“Rappoteur” shall mean a qualified professional having a minimum qualification of at leastcollege graduation and at least 3 years of field work experience with a preference ofexperience in health sector in India. The person will record /write interview response incases where audio- recording not allowed.“Transcription support person” shall mean a qualified person with proficiency in Hindityping and past experience of audio to text transcriptions.
“Surveyor” shall mean a qualified professional having a minimum qualification of at leastcollege graduation and at least 3 years of field work experience in health sector in India. Thepersonnel must be local to Rajasthan and must be able to understand local dialect.“Data Entry Support Person” shall mean a qualified person who is competent in bbasiccomputer knowledge and is able to type field notes in hindi. The person may also providesupport to the D.Phhill scholar while she enters data.“Effective data” shall mean 19 Aprill 2011.“Fee” shall have the meaning ascribed to it in clause 4.1 of this agreement.“Intellectual property” shall mean (1) all copyright work, all copyrights including, moralrights, subjects however to section 57 of Indian copyright Act, 1957 if the same is applicable,and all application, registrations and renewable in connection therewith ;(2) all trademarks,service marks, logos, trade names and corporate names, together with all translations,adaptations, derivations and combinations thereof, including all goodwill associatedtherewith and all applications, registrations and renewals in connection therewith ;(3) allcomputer software ( including data and related documentation), code machine code, sourcecode, related documentation ,graphics, images, designs, logos, programs, lay outs andspecifications; (4) all inventions (whether or not reduced practice), all improvements thereto, all patents, patent applications, and patent disclosers, together with all re-issuances,continuations, continuations in part, revisions, extension and re-examinations thereof; (5)
all other proprietary rights of whatsoever description whether or not protected andwhether or not capable of protection; and (6) all copies and tangible embodiments thereofregardless of form and medium.“intellectual property right “ shall mean all rights and interests, vested or arising out of anyintellectual property, whether protected at common law or under statute, which include(without limitation ) any rights and interests in interventions, patent, copyrights, designs,trademarks, trade names, technology, business, names, logos, commercial symbol,processes, developments, licences, trade secrets, goodwill, specifications, patterns,drawings, computer software, formulae, technical information, research data, concepts,methods, procedures, designs, confidential information and any other knowledge of anynature whatsoever and including all applications for patents, copyrights, trademarks, tradenames, right to apply and any amendments/ modifications, renewable thereto; and all otherintellectual property rights relating thereto.“Language Translation” shall mean the oral and/or writing translation of any and alllanguages and dialects used in the states of Rajasthan and surrounding tribal area to Hindi.“Language Transcription” means conversion of audio file content to the typed work formatcontent in the language of conversation used in the audio.“Dphil. Candidate “shall mean Ms. Reetu Sharma working as a candidate under thewelcome trust capacity building programme for the Projects.“Parent institution” shall mean public health foundation of india.
“Parent University” shall mean university of oxford. “Project” shall have the meaning ascribed to it in recital 1. “Office “shall mean Prayas Foundation office located at plot no. 6 bajarang colony, behind Lata cinema, Jhotwara, Jaipur-302012.2. Terms of reference The responsibilities of the prayas Foundation shall be as follows: 2.1. It shall allow the candidate to use Prayas Foundation Office for her field level work related to the project. 2.2. It shall provide institutional support to the candidate. This shall include making available and enabling use of the facilities and services listed in schedule 1 and 2 of this agreement. 2.3. It shall engage a full time field staff for conducting survey, one data entry person. A rappoteur, transcription and translation person to be used in and off the field by the candidate.3. Term of Agreement 3.1. This agreement is signed on 8 august 2011 and is valid from the effective date, i.e. 19 April 2011 and shall remain in force till 31 march 2012, except from 20 august to 20 September 2011 when the candidate is required to be at her parent institution and parent university. Between 20 august 2011 to 20 September 2011, the performance of this agreement will be suspended, without any liability, and will resume being effective from 21 September 2011. 3.2. The term of this agreement may be extended for such period and on such term and conditions as may be mutually agreed upon by both parties.4. Terms of payment:
2 Completion of 50% of the 20 November 2011 project tasks and on submission of a project progress report and a funds utilization report 3 Completion of 75% of the 20 January 2012 project tasks and on submission of a project progress report and a funds utilization report 4 Completion of 100% of the 30 March 2012 project tasks and on submission of a project progress report and a funds utilization report 4.1.PHFI will pay Prayas Foundation a total professional fee(“fee”) of Rs.5,00,000/- (Rupees five lakhs only), as per the following fee schedule: S.No. Task Completion % of Approved Cost Timeline 1 At the time of signing this Agreement 30 August 20114.2 This fee will be subject to statutory tax deduction at source and any other taxes which may be payable Under the Application Laws. In case service taxes are applicable on the Fee, PHFI will bear the same after receiving all relevant details from Prayas Foundation.4.3 The payments shall be released only after the Director of the Wellcome Trust Capacity Building Programme at PHFI certify that Prayas Foundation is performing according to the terms and conditions of the Agreement . Prayas Foundation acknowledges that the decision of the Director of the Wellcome Trust Capacity Building Programme to certify or not certify the satisfactory progress/completion of terms and conditions of the Agreement by Prayas Foundation shall be final and Prayas Foundation shall not challenge the same.4.4 The payment will be released within 15 (fifteen) working days after the Director’s approval is given to PHFI under clause 4.3 hereto.
4.5 In case the Candidate does not utilize any of the facilities and service listed in Schedule I and II and budgeted in the Budget(as attached in Schedule III of this Agreement),PHFI shall not pay for the said unutilized facilities and services.Final payments due to Prayas Foundation shall be paid by PHFI only after due adjustments are made.5. Intellectual property rights and confidentiality 5.1 It is explicity agreed upon by both Parties that the copyright and all other Intellectual Property Rights developed under this Agreement Shall be owned jointly by PHFI and the Candidate following the generally accepted norms of intellectual contribution. Prayas Foundation shall not distribute, display or use in any manner whatsoever, the material prepared , produced or used in the Project and any other intellectual property of PHFI without the prior written approval of PHFI. Prayas Foundation shall not use any draft, date, survey related details and extracts in any from after the completion of the Project . The Parties declare that this Clause shall survive even after the termination of the Agreement . 5.2 Prayas Foundation shall in no way use/utilize the name “Public Health” or “PHFI” in any manner whatsoever, without the exepress written consent if PHFI . The Parties declare that this Clause shall survive even after the termination of the Agreement. 5.3 Prayas Foundation agrees and undertakes to not disclose any Confidential Information to any person or entity without the prior written consent of PHFI. Prayas Foundation shall hold in strictest confidence and shall not use or disclose to any third party any confidence Information or any other Information that it might receive pursuant to singing of this Agreement. Prayas Foundation shall takes all necessary precautions to secure the Confidential information it receives pursuant to singing of this Agreement. The Parties declare that this Clause shall survive even after the termination if this Agreement. 6. Indemnity 6.1 Prayas Foundation shall indemnify , keep indemnified and hold harmless PHFI against any or all actions, claims, proceedings , costs , damages, liabilities , penalties, fines, expenses, losses, demands and liabilities including but not limited to legal expenses and fees for legal counsel made by any third party which may be attracted/sustained on account of: (i) Breach and/or failure /non fulfillment by Payas Foundation, of any of terms of this Agreement;
(ii)Non-compliance of Prayas Foundation with the Applicable Laws including applicable national rules and regulations; (iii) Violation of any right of third parties otherwise in connection with or incidental with the performance of this Agreement; (iv) Any liability which may aries out of the reports provided by Prayas Foundation to PHFI. This clause shall survive the termination of this Agreement.7. Termination & Remedy 7.1 PHFI reserves the right to immediately terminate this Agreement with Prayas Foundation , without necessarily assingning reasons for such termination. PHFI shall send a written notice of such terminatin to Prayas Fouandation and this Agreement shall stand terminated within 5 (five) days from the said notice of the said notice of termination by Prayas Foundation. 7.2 In case of termination of this Agreement , Prayas Foundation shall return the Fee to PHFI after deducting all expenses reasonably incurred by Prayas Foundation and submit financial reports and all expense related documents. Upon receiving notice regarding termination, Prayas Foundation shall discountinue utilizing the remaining portions of the Fee given by PHFI to Prayas Foundation under this Agreement from the date of receipt of written notice of termination. 7.3 Upon the expiry or termination of this Agreement in accordance with the provisions hereof , each Party shall forthwith return to the other Party any copies or extracts of documents containing any Confidential Information acquired during the course of this Agreement.8. Dispute Resolution 8.1 In the event of any dispute relating to the interpretation or performance of the Agreement arising between the Parties , both Paties will first do their utmost to settle their dispute amicably. 8.2 In the case of failure to resolve the dispute, such disputes under this Agreement shall be referred to arbitration under the Arbitration & Conciliation Act, 1996 (or any amendments thereof). The place of such arbitration shall be New Delhi . The language of arbitration shall English .The arbitration award shall be final and binding on both parties.9. Governing laws
This Agreement nshall be construed and enforced in accordance with the governing laws of India. The courts of Delhi will have the jurisdiction matters pertaining to this Agreement.10. Assignment Prayas Foundation may not assign or transfer any of its rights, obligations, benefit, or interest in this Agreement without the PHFI’s prior written approval.11. Entire agreement This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and may not be modified or amended except in a written agreement signed by both Parties.12. No partnership Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership between the Parties , and no Part shall hold himself out as an agent for the other party or any of them, except with the express prior written consent of the other Parties . The right, duties, obligations and liabilities of PHFI on the one hand and the Prayas Foundation and its Affiliates in the other hand, under this Agreement shall be individual , not joint or collective , unless specifically provided for herein this Agreement.13. Waiver No waiver of any breach of any provision of this agreement shall constitute a waiver of any prior concurrent or subsequent breach of the same of any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.no failure or delay by a party in exercising any right, power or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.14. Severability If any provision of this agreement is invalid, enforceable or prohibited by law, this agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either party hereto to the other, and and the remainder of this agreement shall be valid, binding and of like effect as through such provision was not include herein. Should any provision of this agreement be or become ineffective for reasons beyond the control of the parties, including because of applicable provisions of law or regulations of government authorities, the parties shall use best endeavours in good faith to agree upon a new provision which shall as nearly as possible have the same commercial effective provision.15. Notices Any notice required or permitted to be given hereunder shall be in writing to the addresses mentioned below and shall be effectively given if (1) delivered personally; (II) sent by prepaid
courier services, airmail or registered mail. In case of change of address of either party, the other party shall be immediately informed. For PHFI For Prayas Foundation Ms. Palkie Barua, PHFI WTP Secretariat Dr.Devendra Singh, Secretary Public Health Foundation Of India, ISID Prayas Foundation, Plot No.6 Bajarang Campus, 4 Institutional Area, Vasant Colony, Behind Lata Cinema, Jhotwara, Kunj, New Delhi-110070 Jaipur-302012 Contact details:+91 11 49566000 Phone No: 07827872150/ 09887470086 E-mail: Palkie.firstname.lastname@example.org E-mail: email@example.com (Signature Page follow)IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.This Agreement is executed in two counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and same instrument.For Public Health Foundation of India For Prayas FoundationSignature:_____________________ Signature:__________________Name: Prof. Lalit Dandona Name: Dr. Devendra singhDesignation: Director , Wellcome Trust Designation: Secretary, Prayas Foundation,Capacity Building ProgrammeDate:_________________________ Date:_________________________ _________________________
Name: Mr. K. Suresh KumarDesignation: Senior Director-OperationsDate:_________________________Schedule I – Facilities to be provided by Prayas FoundationSchedule II – Service to be provided by Prayas FoundationScheudle III – Budget Schedule I Facilities to be provided by Prayas Foundation S.No. Facilities Number/ units 1. Prayas Foundation’s office premises, 2. Field support for survey, Translation, As per requirement Rappoteuring, Data Entry and Transcription 3. Laptop 1 4. Printer 2
5. Camera 1 6. Voice recorder 1 7 stationary Billed in the budget Schedule II Services to be provided by Prayas Foundation1. Language Translation2. Language Translation of tools from English to Hindi3. Field Data Rappoteuring4. Audio to Written Notes Data Transcription5. Data Entry/ Typing Support: Hard to Soft Copy Formats6. Survey Team