Service level agreement

This SLA is drawn on the 28st Feb 2011 between, “Sunrise Callnet ” and

“Rahul Gupta Based in ____________________________.’

“____________________________.” a Indian company, dealing with Business

process outsourcing and related services like call center, contact center, back
office, KPO and RPO etc both onshore and offshore clients from its facility based
in ___________ .India.

Whereas “Sunrise Callnet” a consulting based in, Doraha Punjab India. Dealing
in providing the process and campaigns to various sectors like BPO, KPO, RPO,
Non-Voice and contact centers across the country.

Accordingly parties desire to make an understanding in the form of Memorandum

of Understanding (SLA), to proceed with and to pursue the activities and plans
which they mutually agree to and implement the same in a manner consistent
with the terms set fourth in this SLA.

Now, therefore, for and in consideration of the premises and mutual covenants
set forth herein, and for other good and valuable consideration, the Parties
hereto, intending to be legally bound thereby, agree as follows:

Clients (Vendor-Offshore): -

“Sunrise Callnet ” to or any subsidiary of “____________________________”

has introduced an organization considering outsourcing work to offshore facilities
in India. Or any business division of “____________________________.” or to
any Director/Directors or any senior officials of
“____________________________.” or its subsidiaries and officials.

Vendor Management:-

Both “Sunrise Callnet ” and “____________________________.” will have a

direct
Relationship for the purpose of invoicing as well as day-to-day contact and
account management. Also “____________________________.” agrees that
the “Sunrise Callnet ” to “____________________________” introduces once a
party. Or its subsidiaries or its directors, “____________________________.”
will keep “Sunrise Callnet ” duly informed and all and any kind of development
and progress in discussion with the onshore client in connection with the
business already procured or any new business negotiated or negotiations.

Nature of Work: -

The nature of work of “Sunrise Callnet ” includes introducing Overseas

Onshore clients to “____________________________.” and facilitates closing
of leads in favor of “____________________________.” with the key focus
being on business in the call center, contact center, BPO or any other arena can
be included in the scope by mutual agreement

“____________________________.” will provide the all the necessary support

to “Sunrise Callnet ” including taking complete responsibility of servicing the
contractual requirements as per each contract signed with each client.
“____________________________.” will be solely responsible for any
deficiency of their services to the client from their facility in Chandigarh India or
any other from which “____________________________.” will execute clients
order.

“Sunrise Callnet ” is willing to provide consultancy and help in order to develop

the market strategy for the US, UK Europe and pacific region market for
“____________________________.” based in specific request received from
“.” on case-by-case basis. The terms of such requests will be discussed and
agreed separately between the two parties.

Service Level Agreement: -

Both “Sunrise Callnet ” and “____________________________.” will adhere

to the specific performance parameters defined and outlined by the onshore
client in the contract. For the same purpose
“____________________________.” with each prospective client will enter into
separate Service Level Agreement on the basis of the leads provided and
facilitated by “Sunrise Callnet ”.

Indemnity:-

“____________________________.” Indemnifies “Sunrise Callnet ” of any

cost in the
Event of claim against “Sunrise Callnet ” by the client Onshore due to non
performance of services or negligence on the part of
“____________________________.”
Obligations of the Parties: -

“Sunrise Callnet ” will market capabilities of

“____________________________.” in the areas mentioned above to its
contacts and these will be serviced at “.” facilities.

“____________________________.” will provide all the necessary support to

“Sunrise Callnet ” in terms of providing information’s as required, various
presentation material, brochures, customer demonstrations, answering various
customer inquiries, making proposals, customer sited visits etc. as and when
required.

“____________________________.” will also make all necessary arrangements

for travel of “Sunrise Callnet ” officials to any visit onshore of
“____________________________.” or client location in connection with
facilitating business for “____________________________.” as per nature
mentioned above. This will include arrangement for travel, boarding and lodging,
local conveyance etc. Prior to any such Travel is undertaken it will be arranged
between the two parties on case-to-case basis.
Similar arrangement will apply for any overseas travel if required and also in
connection with any “____________________________.” site visit by “Sunrise
Callnet ” officials. It will be obligatory on the part of “.” to send promptly a copy
of each contract to “Sunrise Callnet ”. Also
“____________________________.” will send each copy of each invoice raised
with each client. In spirit of this SLA it will be obligatory on the part of
“____________________________.” To ensure that “Sunrise Callnet ” is not
bypassed directly or indirectly by “____________________________.” or any of
its subsidiary companies, sister concerns or director/directors in sharing all
required information in connection with interaction with the clients introduced by
“Sunrise Callnet ”.

Hiring Of Employees: -

During the term of this SLA and for a period of 1 year thereafter, both party and
their, Affiliates shall hire or seek to hire any person employed then or within the
preceding, Year by the other party and its affiliates involved directly in the
performance of any project, except with the prior written consent of the other
party.

Confidentiality: -

All written and oral information communicated by

“____________________________.” to
“Sunrise Callnet ” and vice-versa, or to the personnel provided by each party to
the other shall be held in strict confidence and used only for the purpose of this
SLA. For this purpose, any information disclosed by each party’s client should
also be deemed to be the information communicated by one party to another as
the case may be. No Such information, either party without any prior written
permission of the other shall disclose including the previous of this agreement,
except as required by the law.
“Sunrise Callnet ” and “____________________________.” will enter into an
appropriate written confidentiality agreement (s) with their employees whose
services may be required to enable it to comply with all the terms of this SLA and
also the individual contract driven by the client.

Reports: -

Both parties will provide each other and its respective client(s) with timely and
accurate reports as specified by the contracts/agreements. The reports as
specified will form a part of the agreement or the specific contracts. Non-
performance deliverable will result in performance penalties as agreed by both
parties

Relationship of the Parties: -

“Sunrise Callnet ” and “__________.” are only acting as associates. Neither

party shall act or represent itself, directly or by implication, as an agent of other,
except as expressly authorized under this SLA.

Assignment: -
Neither party may or can assign any of its rights and obligations under this SLA
without prior written consent of other party. In case such assignment is permitted,
the terms and conditions of this SLA are protected and will continue to be in
effect irrespective of any management or ownership changes at “Sunrise
Callnet ” or at “.” In the event that management changes impact this
association, “__________.” or “Sunrise Callnet ” may terminate this agreement
with adequate notice and ask each other for completion of all existing contractual
obligations/commitments.
Limitation of Liability: -

The liability of either party for any/all claims brought in connection with any
project and this SLA shall be limited to either party’s actual direct damages to its
client, not exceeding the total profit/revenue paid by either party to other party for
work done under the said project.

Term and Termination: -

Unless otherwise agreed between the parties, or termination thereof, the present
SLA shall be valid initially for a period of 12 months, which may extend for further
period as mutually agreed upon. Both “Sunrise Callnet ” and “__________.”
however, reserves the right to terminate the SLA at any time before expiry of any
initial period of 12 months, after giving one month written notice, without
assigning any reason whatsoever.

Force Majeure: -

Neither party shall be liable for any failure or delay in its performance or for Non
Performance due to circumstances beyond its reasonable control which would
include but non limited by circumstances such as war, riots, war like situation etc.
The party shall inform the other as soon as practicable.

Severability: -

If any provision of this SLA is held to be unenforceable, the remaining provisions

shall be unaffected. Each provision of this agreement that provides for limitations
of liability, disclaimer of warranties or indemnification is severable from and
independent of any other provision.

NOTICES/COMMUNICATIONS: -

All Notice, requests, demands, claims and other communications hereunder shall
be in writing and shall be delivered by courier or registered post or email.
 (A)

If to the “---------------------.”
Phone: - ________________________________
Email: - _________________________________
Contact Person(s): -_______________________
Mobile: - ________________________________

(B) If to the “Sunrise Callnet ”

Phone: - +91-9779679102
Email: - sunrisecallnet@hotmail.com
Skype:- sunrisecallnet

Jurisdiction: -
Any dispute arising out of or in connection with this SLA including any question
regarding its existence shall be amicably settled. In the event that any dispute is
not amicably settled, both parties may refer to an arbitrator selected by mutual
consent. The venue of the arbitration shall be India.

Amendments: -
The Scope of this SLA can be widened or altered with subsequent insertions on
mutually accepted terms between both parties. All changes and amendments to
this SLA or to any attachment thereto are valid only if made in writing and signed
by both parties.

For For
__________ Sunrise Callnet
Rahul Gupta
- Proprietor: - Sunny
Witness: - Witness: -
By: - By: -
Title/ Designation: - Title/ Designation: -

ANNEXURE (A)

Compensation: -
“__________.” will compensate to Sunrise Callnet for its services as per the
detail given below.

A. “__________.” is generating a Percentage share of 7% to be paid on each

billing of whatever revenue. For the campaign after receiving the payment
from the client till the whole term of contract to “Sunrise Callnet ” as
general consultant. And “Sunrise Callnet ” will make sure that
“____________________________.” will get their money for the entire
invoice that is generated from the parent company as per mutual decision
between “____________________________.” and “Sunrise Callnet ”.

B. The operating expenses reimbursement would cover expenses incurred

by “Sunrise Callnet ” on behalf of “____________________________.”
for procurement and servicing of business for
“____________________________.” This would include expenses like
long distance calls, local travel, Client entertainment etc. and all other
related expenses. This aSLAnt would be payable to “Sunrise Callnet ” by
“____________________________.” on or before signing dated as
mentioned in clause (a) in the form of Percentage (7%) as agreed above
on each invoice.

C. All payments to “Sunrise Callnet ” by

“____________________________.” to be made within 48 working hours
since the time “____________________________.” Get their money from
the client. Any undue delay on the part of
“____________________________.” in this regard will require
“____________________________.” to pay an interest of 5% on every
outstanding aSLAnt.
(h) Process to be live: PDF to DOC conversion
Data Available: Unlimited

Billing cycle : 48 working Hours

Agreement : 1 yrs

seats :1

Per Seat : 2500 INR

The center will first signs the SLA.

Payments:

For “Sunrise Callnet ” For “Rahul Gupta

”