MASTER TRAINING SERVICES AGREEMENT

This agreement ("Agreement") is entered into, to be effective as of [__24__,12_______

______2014____] (Effective Date), by and between Atos India Pvt. Ltd. (AtoS), having its
registered office at Godrej & Boyce Complex, Plant 5, Gate No.2, Pirojshanagar, Vikhroli
(West), Mumbai - 400079
and --Katti Information Solutions---------------------(TSP) a
Company registered under the provisions of the Companies Act, 1956 having its registered
office at --No.169, 1st Main, 4th Cross, Srinivas Nagar, BSK 1st Stage,
Bangalore--------------------------------------

Definitions:
Affiliated Companies shall mean with respect to any Party, a company Controlled by such
Party, under a common Control or Controlling such Party Control (including Control by and
under common Control with) shall mean: (i) ownership of or the right to acquire: (A) not less
than fifty percent (50%) of the voting stock of a company; (B) the right to vote not less than fifty
percent (50%) of the voting stock of a company (or, in the case of a non-corporate entity,
equivalent rights); or (C) not less than fifty percent (50%) ownership interest in a partnership,
limited liability company, joint venture, or other entity; and/or (ii) with respect to an entity as
identified in subsection (i) above, the ability to direct the management of such entity.
1.

TSP Services. TSP Training Service Provider agrees to provide the services as set forth
on an Exhibit A (sequentially numbered) in the form of the Exhibit A attached hereto or in
other statements of work containing substantially similar information and identified as an
Exhibit A (the "Services").
1.1

Subcontracting. TSP shall not enter into any subcontracts for the performance of
the Services, or assign or transfer any of its rights or obligations under this
Agreement, without the prior written consent of AtoS and any attempt to do so
shall be void and without further effect. Consent by AtoS of the subcontracting
by TSP of any of the Services shall not relieve TSP of any of its duties or
obligations under this Agreement, and TSP shall indemnify and hold AtoS
harmless from any payment required to be paid to any such subcontractors.
However, AtoS may assign or subcontract this Agreement to any Affiliate or to a
successor-in-interest in the event of a change in control, a merger or
consolidation to which AtoS is a party or a sale of all or substantially all of the
assets of the AtoS on notice to the TSP.
TSP undertakes to comply with and to cause its sub-contractors (if any) and any
person under its control, to comply with all applicable national and international
regulations relating to ethical and responsible standards of behavior, and to
principles contained in the AtoS Sustainable Supplier Charter as published from
time to time. TSG warrants and represents that it has not offered or promised to
make any payment of money or anything of value to any third party in respect of
any matter associated with the Agreement. In performing the Services, TSG shall
not directly or indirectly offer, authorize, make or promise to make any payment
or anything of value to any third party.

1.2

2.

Non-competition Unless otherwise specified in an Exhibit A, TSP agrees that for

the period of such Exhibit A, TSP shall not market, sell, or otherwise provide
substantially similar services to a AtoS customer

Term and Termination; This Agreement is legally binding as of the Effective Date, and,
unless terminated as provided herein, shall continue for a period of one (1) year or until
terminated by either party. AtoS may terminate this Agreement or any Exhibit A, in whole
or in part, at any time for any reason upon written notice to TSP. Time is of the essence
of this Agreement and of each Exhibit A.
However, this Agreement in itself does not constitute a specific Purchase Order for the
provision of the Services. TSG shall not commence any Services prior to the receipt of a
Purchase Order issued in writing solely by the Purchasing Department of AtoS subject to
this Agreement. AtoS shall not be liable to pay for any Services unless supplied in
accordance with a Purchase Order, the reference number of which shall be quoted on all
documents and correspondence including notes, reports or invoices.

3.

AtoS Resources. Where Atos provides resources (e.g., computers) to TSP that are
reasonably required for the exclusive purpose of providing the training Services, TSP
agrees to keep such resources in good order and not permit waste (ameliorative or
otherwise) or damage to the same. TSP shall return the resources to Atos in
substantially the same condition as when TSP began using the same.

4.

Fees and Billing Procedures. AtoS agrees to pay TSP for the Services in accordance
with the fee(s) set forth in the applicable Exhibit A.
4.1

Time of Payment. Any sum due to TSP pursuant to an Exhibit A for Services
performed which payment is not otherwise specified shall be due and payable
Sixty (60) days after receipt by AtoS of an undisputed invoice from TSP. In case
of disputed invoice, the payment term starts from the date of resolution of the
dispute. Invoice can be only submitted after completion of training.

4.2

Billing Procedures. Unless otherwise provided for under an Exhibit A, TSP shall
bill to AtoS the sums due pursuant to an applicable Exhibit A by TSPs invoice, on
a monthly basis in arrears. Such invoice shall contain: (a) Trainer name; (b)
description of training program/services rendered; (c) number of hours and hourly
rate; (e) travel and living expenses, if any; (f) total amount due; and, (g) purchase
order number provided by AtoS alognwith originals as required, if any. TSP shall
forward invoices to:
ATOS INDIA PVT LTD.
Plant 5, Gate No.2, Godrej & Boyce Complex,
Pirojshanagar, Vikhroli (W),
Mumbai- 400 079, India.

4.4

No Additional Charges. Except for the fee described in the applicable Exhibit A
(as the same may be adjusted), travel and living expenses, if any, and changes
in scope agreed upon in writing, AtoS shall not be billed for, or be obligated to
pay to TSP any charges, expenses, or other amounts for the Services or
otherwise.

4.5

Credits. Any credits or other amounts due to AtoS from TSP pursuant to this
Agreement or otherwise may be applied or offset by AtoS against any amount
required to be paid by AtoS to TSP pursuant to any invoice rendered hereunder.

Any credits due to AtoS from TSP pursuant to this Agreement, such as amounts
paid by AtoS to TSP in excess of amounts due to TSP, that are not so applied
against TSPs invoice for any reason shall be paid to AtoS by TSP within thirty
(30) days following AtoS's written request for such payment. This Section shall
survive the termination of this Agreement.
4.6

Non-binding Terms. Any terms and conditions that are typed, printed, or
otherwise included in any TSP invoice rendered pursuant to this Agreement shall
be deemed to be solely for the convenience of the parties. No such term or
condition shall be binding upon AtoS, and no action by AtoS (including, without
limitation, the payment of any such invoice in whole or in part) shall be construed
as binding AtoS with respect to any such term or condition, unless the specific
term or condition has been previously agreed to by TSP and AtoS in writing, and
is binding upon AtoS with respect to such invoice by virtue of this Agreement or a
binding amendment thereto.

4.7

Auditable Records; Disputed Amounts.

TSP shall at all times maintain proper and required documents / records and
books pertaining to the Services in order to keep an audit trail of the Services
carried out by TSP. TSP will provide the required reports and information to AtoS
as and when required. For this purpose and in general, AtoS or its appointed third
party shall be entitled to review the performance and status of the Services at
regular intervals and also audit the records and books either on its own or
through independent auditors. In case of any non-compliance discovered during
such Audit, TSG shall bear cost of such audit in equal proportion as AtoS and
also provide AtoS a roadmap of closing the gaps found in the Audits. TSG shall
maintain confidentiality of results of such Audits. This clause shall survive the
termination of this Agreement.

4.8

Taxes. Each Party shall be responsible for taxes based on its own net income,
employee taxes (including any social taxes) based on employment remuneration
as required by law, and for taxes on any property it owns or leases.
All amounts due, pursuant to Clause 4 of this Agreement shall be exclusive of
Indirect taxes, levies, duties and/or comparable taxes, which shall be borne and
paid by AtoS at the rate and in the manner for the time being prescribed by law.
AtoS shall withhold taxes as required by law and any such withholding shall
reduce the payment otherwise required to be made to TSG. The payment of such
taxes to the appropriate jurisdiction and of the invoiced amount (less such taxes)
to TSG shall constitute payment in full of the TSG invoices concerned.
Parties will perform all reasonable efforts to support each other in timely
obtaining certificates or other tax evidence acceptable by the relevant tax
authorities and/or tax treaties required for 1) a reduction or exemption of
withholding tax applicable on payments by AtoS to TSG and 2) a refund of
withholding tax from relevant tax authorities or a credit of withholding tax against
the TSGs tax liabilities.
Parties shall fully cooperate with each other to enable them to determine
accurately their respective tax liabilities and to minimize such liabilities to the
extent permitted by law and practical under the circumstances.

AtoS must pay to TSG the Indirect Tax amount upon receiving an invoice
complying with any legislation under which the Indirect Tax is imposed. Any
Indirect Tax will appear as separate additional items on the invoice from TSG.

5.

Non-Disclosure of Confidential Information. The parties acknowledge that each party

may be exposed to or acquire communication or data of the other party that is
confidential, privileged communication not intended to be disclosed to third
parties/public/electronic transmission
5.1

Meaning of Confidential Information. For the purposes of this Agreement, the

term Confidential Information shall mean all information and documentation of a
party that: (a) has been marked "confidential" or with words of similar meaning,
at the time of disclosure by such party; (b) if disclosed orally or not marked
"confidential" or with words of similar meaning, was subsequently summarized in
writing by such party and marked confidential or with words of similar meaning;
(c) any Confidential Information derived from information of a party; or, (d) with
respect to information and documentation of AtoS, whether marked Confidential
or not, consists of AtoSs information and documentation included within any of
the following categories: (i) policyholder, payroll account, agent, AtoS, member,
supplier, or contractor lists; (ii) policyholder, payroll account, agent, AtoS,
member, supplier, or contractor information; (iii) information regarding business
plans (strategic and tactical) and operations (including performance); (iv)
information regarding administrative, financial, or marketing activities; (v) pricing
information; (vi) personnel information; (vii) products and/or and services
offerings (including specifications and designs); or, (viii) processes (e.g.,
technical, logistical, and engineering). The term "Confidential Information" does
not include any information or documentation that was: (a) already in the
possession of the receiving party without an obligation of confidentiality; (b)
developed independently by the receiving party as demonstrated by the receiving
party, without violating the disclosing partys proprietary rights; (c) obtained from
a source other than the disclosing party without an obligation of confidentiality;
or, (d) publicly available when received, or thereafter became publicly available
(other than through any unauthorized disclosure by, through or on behalf of, the
receiving party).

5.2

Obligation of Confidentiality.
The parties agree to hold all Confidential
Information in strict confidence and not to copy, reproduce, sell, transfer, or
otherwise dispose of, give or disclose such Confidential Information to third
parties other than employees, agents, or subcontractors of such party who have
a need to know in connection with this Agreement or to use such Confidential
Information for any purposes whatsoever other than the performance of this
Agreement. Each party agrees to advise its respective employees, agents, and
subcontractors of their obligations of confidentiality hereunder and require the
same to keep such information confidential.

5.3

Ownership of Confidential Information. Unless otherwise agreed to by the parties

in writing, the Confidential Information of the disclosing party will be and remain
the property of such party.

5.4

Cooperation to Prevent Disclosure of Confidential Information. Each party shall

use its best efforts to assist the other party in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limitation
of the foregoing, each party shall advise the other party immediately in the event
either party learns or has reason to believe that any person who has had access
to Confidential Information has violated or intends to violate the terms of this

Agreement and each party will cooperate with the other party in seeking
injunctive or other equitable relief against any such person. TSP should not
keep any ATOS related data on any public or publicly accessible computer
or website and if found doing so, will be subject to financial penalty as
deemed fit.
5.5

Remedies for Breach of Obligation of Confidentiality. Each party acknowledges

that the breach of its obligation of confidentiality may give rise to irreparable
injury to the other party, which damage may be inadequately compensable in the
form of monetary damages. Accordingly, each party may seek and obtain
injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies which may be available, to
include, at the sole election of the receiving party, the immediate termination,
without penalty to the same, of this Agreement in whole or in part.

5.6

The provisions of this Section shall survive the termination of this Agreement.

6.

Surrender of Confidential Information Upon Termination. Upon termination of this

Agreement, each party shall immediately return to the other party all copies, in whatever
form, of any and all Confidential Information received from the other party, or created or
received by a party on behalf of the other party, which are in such partys possession,
custody, or control.

7.

Information Security. TSP acknowledges that AtoS has implemented an information

security program (the AtoS Information Security Program, as the same may be
amended) to protect AtoSs information assets, such information assets as further
defined and classified in the AtoS Information Security Program (collectively, the
Protected Data). Where TSP has access to the Protected Data, TSP acknowledges
and agrees to the following.
7.1

8.

Undertaking by TSP. Without limiting TSPs obligation of confidentiality as further

described herein, TSP shall : (i) ensure the security and confidentiality of the
Protected Data; (ii) protect against any anticipated threats or hazards to the
security or integrity of the Protected Data; (iii) protect against unauthorized
access to or use of the Protected Data; and, (iv) ensure the proper disposal of
Protected Data.

Rights to Work Product.

8.1

AtoS and TSP each acknowledge that performance of this Agreement may result
in the discovery, creation, or development of inventions, combinations, machines,
methods, formulae, techniques, processes, improvements, software designs,
computer programs, strategies, specific computer-related know-how, data and
original works of authorship reports, scripts, source code, object code,
questionnaires, machine readable data and information, in whatever form, first
produced or created by or for TSP as a result of or related to the performance of
the Services (collectively and individually, the Work Product). TSP agrees that
it will promptly and fully disclose to AtoS any and all Work Product generated,
conceived, reduced to practice, or learned by TSP or any of its employees, either
solely or jointly with others, during the term of this Agreement, which in any way
relates to the business of AtoS. TSP further agrees that neither TSP or TSP's
employees, nor any party claiming through TSP or TSP's employees, will, other
than in the performance of this Agreement, make use of or disclose to others any
proprietary information relating to the Work Product.

8.2

TSP agrees that, whether or not the Services are considered works made for hire
or an employment to invent, all Work Product discovered, created, or developed
under this Agreement shall be and remain the sole property of AtoS and its
assigns. Except as specifically set forth in writing and signed by both AtoS and

TSP, TSP agrees that AtoS shall have all copyright and patent rights with respect
to any Work Product discovered, created, or developed under this Agreement
without regard to the origin of the Work Product.
8.3

TSG acknowledges and agrees that, in the course of its engagement with AtoS;
TSG may receive or have access to sensitive data and personal information of
AtoS or its End Customers. TSG shall comply with the Information Technology
(Reasonable security practices and procedures and sensitive personal data or
information) Rules, 2011 and any other terms and conditions set forth in the
Agreement , in its collection, receipt, transmission, storage, disposal, use and
disclosure of such personal information and be responsible for the unauthorized
collection, receipt, transmission, access, storage, disposal, use and disclosure of
personal information under its control or in its possession.

8.4

The provisions of this Section shall survive the termination of this Agreement.

9.

General Indemnity. TSP agrees to indemnify, defend, and hold AtoS, its officers,
directors, agents, and employees (each, an Indemnitee and collectively, the
Indemnitees) harmless from and against any and all liabilities, damages, losses,
expenses, claims, demands, suits, fines, or judgments (collectively Claims), including
reasonable attorneys' fees, costs, and expenses incidental thereto, which may be
suffered by, accrued against, charged to, or recoverable from any AtoS Indemnitee, by
reason of any Claim arising out of or relating to any act, error or omission, or misconduct
of TSP, its officers, directors, agents, employees, and subcontractors, during the
performance of this Agreement, including, without limitation, Claims arising out of or
relating to: (a) a violation of federal, state, local, international, or other laws or
regulations for the protection of persons or members of a protected class or category of
persons; (b) sexual discrimination or harassment based upon any protected
characteristic; (c) bodily injury (including death) or damage to tangible personal or real
property; or, (e) breaches of any representations made under this Agreement; provided,
however, that the foregoing indemnity shall not apply to the extent that the applicable
Claim resulted from the acts or omissions of AtoS, its officers, directors, agents, or
employees.

10.

Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH

HEREIN, BOTH THE PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT,
SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE
FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO
DAMAGES INCURRED AS A RESULT OF THE NEGLIGENCE OR MISCONDUCT OF
TSP. TSP SHALL BE LIABLE TO ATOS FOR ANY DIRECT DAMAGES ARISING OUT
OF OR RELATING TO THE PERFORMANCE OF TSP OR THE FAILURE OF TSP TO
PERFORM UNDER THIS AGREEMENT. NOTWITHSTANDING ANY OTHER
PROVISION SET FORTH HEREIN, ATOS ASSUMES NO LIABILITY FOR INJURY,
DAMAGE, OR UNLAWFUL ACTS AND ALL LIABILITY FOR THE SAME IS THE SOLE
RESPONSIBILITY OF THE TSP. NOTWITHSTANDING ANY TERMS UNDER THIS
AGREEMENT, ATOS AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT
OF FEES PAYABLE TO TSG FOR THE SERVICES RENDERED UNDER THIS
AGREEMENT AND ACCEPTED BY ATOS.

This Section shall survive the termination of this Agreement.

11.

Insurance & Termination.

11.1

TSP shall, at its own cost and expense, procure and maintain in full force and
effect during the term of this Agreement, policies of insurance, of the type(s) and
in the minimum amount(s) as are required generally in the industry, with

responsible insurance carriers duly qualified in those states (locations) where the
Services are to be performed, covering the operations of TSP, pursuant to this
Agreement. TSP shall provide AtoS with a certificate of insurance evidencing the
following coverage, and shall provide AtoS with certificates of insurance
evidencing renewal or substitution of such insurance thirty (30) days prior to the
effective date of such renewal or substitution.
11.2 Termination
11.2.1 Either party may on written notice to the other party immediately terminate the
SOW or this Agreement if the other party:
(a)

has breached any of its obligations under this Agreement and the breach:

(i)
if capable of being remedied, is not remedied within 30 Days of receiving written
notice by the other party specifying that the notifying party has the right to terminate
under this clause if the breach is not remedied; or
(ii)

is not capable of being remedied.

(e)
has an order made, resolution passed or other step taken against it by any
person (other than a frivolous or vexatious step which is contested in good faith by
appropriate proceedings) for its dissolution;
(f)
or

ceases to carry on its business or threatens to cease trading in a normal manner;

(g)
is subject to a Force Majeure Event that continues for more than 30 Working
Days.

11.2.2 AtoS may immediately terminate this Agreement by giving a written notice to the
TSG for the following:

(i)
TSG has assigned its rights or obligations under this Agreement otherwise than
in accordance with clause 11 (Assignment and Subcontracting);
(ii)
TSG has entered into, or proposes, any arrangement, compromise or
composition with its creditors;
(iii)
TSG goes into liquidation or has a receiver, administrator, statutory manager or
similar officer appointed in respect of it (other than solely for the purpose of
amalgamation or solvent reconstruction);
(iv) TSG is unable to pay its debts as they become due as determined under the general
law; or
(iv) Any significant non-compliance discovered during Audit.

11.2.3 AtoS may terminate any SOW or this Agreement for convenience by way of a
written notice of thirty (30) days.
11.2.4 Consequences of termination
Following the expiry or termination of all or any part of the Agreement:
(a)
all Fees outstanding for the Services accepted up to the date of expiry or
termination under this Agreement will continue to be due and payable as per agreed
payment terms;
(b)
upon termination the TSG shall either promptly return to AtoS or, at AtoS request,
destroy and certify the destruction of, all of AtoS Confidential Information (in any
reasonable format requested by AtoS) under the terminated part of the Agreement, as
and when reasonably requested by AtoS;

12.

General.
12.1

Relationship between AtoS and TSP. TSP represents and warrants that it is an
independent contractor with no authority to contract for AtoS or in any way to
bind or to commit AtoS to any agreement of any kind or to assume any liabilities
of any nature in the name of or on behalf of AtoS. Under no circumstances shall
TSP, or any of its staff, hold itself out as or be considered an agent employee,
joint venture, or partner of AtoS. In recognition of TSPs status as independent
contractor, AtoS shall carry no Workers Compensation insurance or any health
or accident insurance to cover TSP or TSPs agents or staff. AtoS shall not pay
any contributions to Social Security, unemployment insurance, federal or state
withholding taxes, any other applicable taxes whether federal, state, or local, nor
provide any other contributions or benefits which might be expected in an
employer-employee relationship. Neither TSP nor its staff, shall be eligible for,
participate in, or accrue any direct or indirect benefit under any other
compensation, benefit, or pension plan of AtoS.

12.2

Governing Law. This Agreement shall be governed by the laws of India and
subject to the non-exclusive jurisdiction of the courts of Mumbai, India. Prior to
referring any dispute claim or disagreement to the courts as aforesaid, the parties
shall cause their senior executives to negotiate in good faith to resolve any such
dispute, claim or disagreement in not less than three (3) meetings to be
conducted over a period of at least (60) days.

12.3

Compliance With Laws; AtoS Policies and Procedures. Both parties agree to
comply with all applicable state, and local laws, executive orders and regulations
issued, where applicable. TSP shall comply with AtoS policies and procedures
where the same are posted, conveyed, or otherwise made available to TSP.
Without limiting TSPs other obligations of indemnification herein, TSP shall
defend, indemnify, and hold AtoS Indemnitees harmless from and against any
and all Claims, including reasonable expenses suffered by, accrued against, or
charged to or recoverable from AtoS, on account of the failure of TSP to perform
its obligations imposed herein.

12.4

Force Majeure. Neither party shall be liable for delays or any failure to perform
under this Agreement due to causes beyond its reasonable control. Such delays
include, but are not limited to, fire, explosion, flood or other natural catastrophe,

governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to

the extent not occasioned by the fault or negligence of the delayed party. Any
such excuse for delay shall last only as long as the event remains beyond the
reasonable control of the delayed party or 30 days, as mutually agreed between
both the parties. However, the delayed party shall use its best efforts to minimize
the delays caused by any such event beyond its reasonable control. The
delayed party must notify the other party promptly upon the occurrence of any
such event, or performance by the delayed party will not be considered excused
pursuant to this Section, and inform the other party of its plans to resume
performance.
12.5

Advertising and Publicity. TSP shall not use the name of or refer to AtoS directly
or indirectly in any advertisement or website, news release, or professional or
trade publication without prior written approval from AtoS. TSP may include AtoS
on its AtoS lists and, upon notice and consent, such consent not to be
unreasonably withheld, TSP may use AtoS as a reference. This Section shall
survive the termination of this Agreement.

12.6

No Waiver. The failure of either party at any time to require performance by the
other party of any provision of this Agreement shall in no way affect that party's
right to enforce such provisions, nor shall the waiver by either party of any breach
of any provision of this Agreement be taken or held to be a waiver of any further
breach of the same provision.

12.7

Notices. Any notice given pursuant to this Agreement shall be in writing and shall
be given by personal service or by United States certified mail, return receipt
requested, postage prepaid to the addresses appearing at the end of this
Agreement, or as changed through written notice to the other party. Notice given
by personal service shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the third day
following its placement in the mail addressed to the addressee.

12.8

Assignment of Agreement. This Agreement and the obligations of TSP

hereunder are personal to TSP and its staff. Neither TSP nor any successor,
receiver, or assignee of TSP shall directly or indirectly assign this Agreement or
the rights or duties created by this Agreement, whether such assignment is
effected in connection with a sale of TSP's assets or stock or through merger, an
insolvency proceeding or otherwise, without the prior written consent of AtoS.
AtoS, at AtoSs sole election, may assign any and all of its rights and obligations
under this Agreement to: (a) any Affiliate of AtoS; or, (b) any company that
succeeds to substantially all of AtoS's business.

12.9

Entire Agreement. This Agreement and its attached exhibits, if any, constitute the
entire agreement between the parties and supersede any and all previous
representations, understandings, discussions, or agreements between AtoS and
TSP as to the subject matter hereof. This Agreement may only be amended by
an instrument in writing signed by AtoS and TSP. AtoS and TSP each
acknowledge that it has had the opportunity to review this Agreement with its
legal counsel. From time to time, the parties hereto may execute one or more
supplements as exhibits to this Agreement. Such exhibits, when signed by a
representative of each of the parties, shall be incorporated herein and references
to particular exhibits herein shall apply to such supplemental exhibits. Unless
expressly provided for in the applicable exhibit, in the event of a conflict between
the provisions contained in this Agreement and those contained in any exhibit to
this Agreement, the provisions contained in the Agreement, as the case may be,
shall prevail.

12.10 Cumulative Remedies. All rights and remedies of AtoS herein shall be in addition
to all other rights and remedies available at law or in equity, including, without
limitation, specific performance for the enforcement of this Agreement, and
temporary and permanent injunctive relief.
12.11 Counterparts; Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. The parties agree that a facsimile
signature may substitute for and have the same legal effect as the original
signature.
12.12 Poaching: AtoS will be entitled to empanel any trainers directly as freelancers,
who are introduced by TSP, provided, the trainers complete 6 (six) training
academy with AtoS through TSP before such direct hiring/engagement.
.
Executed on the dates set forth below by the undersigned authorized representatives of the parties to be
effective as of the Effective Date.

ATOS INDIA PVT LTD]

----------------------------------Katti Narahari

(AtoS)

(TSP)

By:
__________________________________

By:
Katti
Narahari_________________________________
_______

Name: Arvind Mathur

Title: IMEA Procurement Director
Date:

Name: Katti information Solutions

Title: CEO
Date:24.12.2014

Address for Notice:

Address for Notice: No.169, 1st Main, 4th Cross,

ATOS INDIA PVT LTD.

Srinivas Nagar, BSK 1st Stage, Bangalore

Kind Attn: Sr. Legal Counsel,

Attention:

Godrej & Boyce Complex, Plant 5, Gate

No.2, Pirojshanagar, Vikhroli (West),
Mumbai 400079

EXHIBIT A (SCOPE OF WORK AND SERVICE LEVEL AGREEMENT)

No.

Activity

Description / Performance
Indicators / Measurements

Actions

Trainer

FRESHER TRAINING

Eligibility

-Certification on latest version

ECC 6.4/NW7.0
- Min 2 SAP live project
implementation & 3 SAP
support project experience
Delivered at least 3
academies training / corporate
training
-Good communication skill
LATERAL TRAINING
-Certification on latest version
ECC 6.4/NW7.0

Trainer will be selected as per

the Description only. Those wh
do not match our criteria will b
disqualified. TSG has to share
Trainers profile two (2) weeks
prior to the course launch date

- Min 3 SAP live project

implementation & 4 SAP
support project experience
Delivered at least 5
academies training / corporate
training
-Good communication skill

Feedback
Rating

Training Feedback rating

should be minimum 8 on a
scale of 10

If the feedback is Below Average or Po

then vendor has to provide immediat

replacement, incase vendor fails to

0-2 (Poor), 3-4 (Average).

provide replacement then no payment
6-8 (Good), 9-10 (Excellent)
be made for same

No.

Activity

Trainer

Description / Performance
Indicators / Measurements
Trainer

availability- Training
For Training poor
Agency

unavailability
dates

feedback

like
or

Actions

onVendor should maintain trainer back

trainersand provide alternate trainer immediat

No

showwith similar capability and same rate a

during the course of trainingtake ownership of quality of training

etc.

the agency is unable to complete

training, no payment will be made to
Agency.

Trainer
4

Trainer

availability- Training

unavailability
dates

feedback

like
or

onIf the freelancer is unable to complete t

trainerstraining then no payment will be made

For Free

poor

No

showthe freelancer

Lancer

during the course of training

etc.
Non

Training
5

request

Generic Skills - 1 working day

response

Niche Skills - 2 working days

time
6

Training

adherence

to

Response

continuously for 3 months will

ti

result

reduction in volume of business given

the Agency/Freelancer or elimination

such TSP.

Training start and end date.

Trainer should cover the module topics

Completion Trainer has to share live project schedule as per SAP Standards and
should be available in the class from 9 a
experience with participants
to 6pm min. 9 hrs (Mon to Fri) or payme
and brief them with interview will be deducted as per loss of time
skills.

Dress Code Dress Code has to be strictly

formals from Monday to
Thursday. Casual wear allowed
on Friday.

No show by 3 Training Cases

If the trainer does No show/backs off fro

Trainer

the training on 3 instances in a year, th

such trainer/freelancer/Agency will be
eliminated/terminated.

Feedback
form

End of the training

TSP should ensure that the feedback

form is filled by SAP participants on
training end date.

Executed on the dates set forth below by the undersigned authorized representatives of the parties to be
effective as of the Start Date.

ATOS INDIA PVT LTD:

-------------------------------

(AtoS)

(TSP)

By:
__________________________________

By:
_______________________________________
_

Name: Arvind Mathur

Title: IMEA Procurement Director
Date:

Name: FOR REFERENCE ONLY

Title: FOR REFERENCE ONLY
Date: