agreement

1.
SCOPE OF SERVICES
1.1. Design Services
Interior Designer shall provide interior design services for the Client's project, as more specifically described
in Annexure A attached hereto and incorporated herein by reference (the "Project"). Services shall include,
but are not limited to, the creation of design concepts, schematic drawings, material and color selections,
furniture and accessory recommendations, and supervision of the implementation of the approved design
(collectively, the "Services"). Interior Designer shall provide the Services in a professional, workmanlike,
and timely manner, adhering to the highest standards of the industry and in compliance with all applicable
laws, rules, and regulations of India.
2. PAYMENT TERMS
2.1. Fees
Client shall pay Interior Designer a total fee for the Services, as set forth in Annexure-B attached hereto and
incorporated herein by reference (the "Fee"). Interior Designer shall submit invoices for the Fee as work
progresses in accordance with the milestone payments schedule specified in Annexure B. Invoices shall be
payable within thirty (7) days of receipt by the Client.
2.2. Expenses
Client shall reimburse Interior Designer for all reasonable and necessary out-of-pocket expenses incurred by
Interior Designer in the performance of the Services, including, but not limited to, travel, lodging, and
purchase of materials and supplies, provided that such expenses are pre-approved in writing by the Client.
3. DEADLINES
3.1. Schedule
Interior Designer shall commence the Services on the Effective Date and shall complete the Services in
accordance with the schedule set.Interior Designer shall use all commercially reasonable efforts to meet the
deadlines specified in the Schedule; however, time is not of the essence with respect to Designer's
performance hereunder.
3.2. Delays
In the event that Interior Designer is delayed, through no fault of its own, in the performance of the Services,
the deadline may be extended for a reasonable period of time as determined by the Client. The extension of
time shall be the Designer's sole remedy for such delays, and the Client shall have no liability to Interior
Designer for any delays.
4. DISPUTE RESOLUTION
4.1. Negotiation
If any dispute, controversy, or claim arises out of, or in connection with, this Agreement or the breach,
termination, or invalidity thereof (a "Dispute"), the Parties shall first attempt to resolve the Dispute through
good faith negotiations for a period of thirty (30) days from the date on which either Party notifies the other
in writing of the existence of a Dispute. In the event the Parties are unable to resolve the Dispute within the
thirty (30) day period, either Party may proceed to the next step as outlined below.
4.3. Arbitration
If the Parties are unable to resolve the Dispute through negotiation in accordance with Section 4.2, the
Dispute shall be finally settled by arbitration in accordance with the rules and procedures of the Arbitration
and Conciliation Act, 1996, as amended. The arbitration shall be conducted in the English language. The
arbitrator shall have the authority to issue a binding decision, which may be enforced in any court having
jurisdiction. The costs of the arbitration, including the fees and expenses of the arbitrator, shall be borne by
the unsuccessful party or as determined by the arbitrator. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
5. INTELLECTUAL PROPERTY
Ownership
All intellectual property rights in and to any designs, drawings, plans, specifications, materials, and other
works created or prepared by Interior Designer in connection with the Services (the "Work Product") shall
be owned solely and exclusively by the Client. Interior Designer shall execute any and all documents, and
take any and all actions, reasonably necessary to effect or evidence the assignment of such intellectual
property rights.
6. TERMINATION
6.1. Termination for Convenience
Either Party may terminate this Agreement, for any reason or for no reason, upon thirty (30) days' prior
written notice to the other Party.
6.2. Termination for Cause
Either Party may terminate this Agreement for cause, upon written notice to the other Party, in the event
that: (a) the other Party materially breaches any term, condition, or provision of this Agreement, and such
breach remains uncured for a period of thirty (30) days after written notice of the breach has been given by
the non-breaching Party to the breaching Party; or (b) the other Party becomes subject to a bankruptcy,
insolvency, or similar proceeding, and such proceeding is not dismissed within thirty (30) days of its
commencement.
6.3. Effect of Termination
Upon termination of this Agreement for any reason:
(a) all licenses granted by Interior Designer to Client hereunder shall immediately terminate;
(b) each Party shall return to the other any and all documents, materials, and other tangible property
belonging to the other Party (including, without limitation, the Work Product) in its possession or control;
and
(c) Client shall pay Interior Designer for all Services rendered prior to the effective date of termination, and
any out-of-pocket expenses incurred by Interior Designer and approved by the Client up to the effective date
of termination, in accordance with the provisions of this Agreement.
7. GOVERNING LAW; JURISDICTION
This Agreement, and any non-contractual obligations arising out of or in connection with this Agreement,
shall be governed by, and construed in accordance with, the laws of India, without giving effect to its
conflict of laws principles. Any action or proceeding arising out of, or in connection with, this Agreement
shall be brought in the courts located in India, and the Parties hereby irrevocably submit to and accept the
exclusive jurisdiction and venue of such courts in any such action or proceeding.
8. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such
provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and
the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected
thereby.
9. AMENDMENT
This Agreement may be amended or modified only by a written instrument executed by the Parties hereto,
and no course of conduct or trade practice shall be construed to so modify or affect the provisions of this
Agreement.
10. ENTIRE AGREEMENT
This Agreement, together with the Annexure attached hereto, constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements,
whether written or oral, between the Parties with respect to the subject matter hereof. 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 instrument.
11. EXECUTION
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above
written.
For and on behalf of For and on behalf of

Covenant Constructions
__________________________ __________________________
Name: ___________________ Name: Swati Sucharitasu Pattnaik
Title: ___________________
Date: ____________________ Date: ____________________

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1.

1.1. Design Services

6.1. Termination for Convenience

6.2. Termination for Cause

6.3. Effect of Termination

Upon termination of this Agreement for any reason:

7. GOVERNING LAW; JURISDICTION

10. ENTIRE AGREEMENT

For and on behalf of For and on behalf of

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