FOUNDERS’ AGREEMENT AMONG THE FOUNDERS OF …………………..{Project Name} The undersigned (each a “Founder” and together the “Founders”) are collaborating with the purpose of developing together a Business Concept related to the following: …………………..{Project Name}  is a …………………..{Project Description} Founders agree that all related technology to the Business Concept is also owned by the Founders pursuant to this Agreement (together, the “Business Concept and Technology”).  As the Business Concept is further developed, Founders intend to transfer the Business Concept and Technology to a limited liability partnership/private limited company/public company  that shall be formed by the Founders (the “Company”) upon the earliest of the following circumstances: {When the project will become a company} Parties agree to transact the Business Concept and Technology through the corporation {Operation company Name} , (the “Operational Company”) a limited liability partnership/private limited company/public company  with a business address of {Operation company address} .Parties agree that the Operational Company has no rights in, or to the Business Concept and Technology.In connection with such collaboration of the Business Concept and Technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Founders to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows:1. TRANSFER OF OWNERSHIP TO COMPANY UPON FORMATIONSection 1.1Each Founder shall grant and assign to the Company immediately upon its formation all of his or her right, title, and interest in and to the Business Concept and Technology (including all right, title and interest to intellectual property thereto), including all ideas (however formed or unformed) and labor and/or work product that results from any task or work performed by the Founder that relates to the Business Concept or Technology for the full term of such rights. Each Founder shall also perform any and all acts and execute all documents and instruments as may be required by the Company at its sole discretion to perfect title in the Business Concept and Technology, and any related intellectual property.Section:1.2Any future agreement that requires an ownership interest in the Business Concept and Technology and related intellectual property to be transferred to a third party before the formation of the Company must be agreed upon by each Founder. In the event of such an agreement, the obligations of this Founder Collaboration Agreement must be disclosed to that third party.Section:1.3For purposes of this Agreement, the Company shall be considered formed upon  registration and receiving certificate of incorporation. 2. OWNERSHIP STRUCTURE UPON FORMATIONSection:2.1Upon formation of the Company, the entire issued share ownership of the Company shall reflect the following:PersonSharesPercentage.......... {Founder 1 name} .......... {Founder 1 shares amount} .......... {Founder 1 shares percentage} .......... {Founder 2 name} .......... {Founder 2 shares amount} .......... {Founder 2 shares percentage} Should the Founders wish to reserve any portion of the shares for future employees or for an option share pool, any such portion of shares reserved will dilute all Founders equally. Upon formation of the Company, each Founder shall be elected by the Company to serve as a Board of Director and as an Officer of the Company. Section:2.2 The shares issued to each Founder shall vest accordingly: .......... {Founder 1 name}  interest in the Company shall vest pursuant to a .......... {years in figures and words}  years vesting schedule beginning .......... {Founder 1 vesting starting date} , which shall vest ..........th per month in exchange for consecutive service to the Business Concept and Technology.  Additionally, .......... {Founder 1 name}  vesting schedule shall be subject to a .......... {years in figures and words}  year cliff. Founders shall all reasonably agree to the definition of “consecutive service” for purposes of this vesting schedule. .......... {Founder 2 name}  interest in the Company shall vest pursuant to a .......... {years in figures and words}  year vesting schedule beginning .......... {Founder 2 vesting starting date} , which shall vest ......th per month in exchange for consecutive service to the Business Concept and Technology.  Additionally, .......... {Founder 2 name}  vesting schedule shall be subject to a .......... {year in figures and words}  year cliff. Founders shall all reasonably agree to the definition of “consecutive service” for purposes of this vesting schedule. If a Founder who is subject to a vesting schedule departs the Company prior to full vesting of his or her shares, the remaining portion of any unvested shares shall be returned to the Company in accordance with that vesting schedule. Section 2.3 The shares issued to each Founder shall come from the same series and class of shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the shares issued to each Founder. Section:2.4 Sale of the Company to an interested third party shall take place if the sale is authorized by the board of directors and a majority of the outstanding shares, and otherwise in conformity with all applicable laws. 3.CONFIDENTIALITY Section:3.1 The Founders agree to keep the Business Concept and Technology confidential; disclosure of the Business Concept and Technology will occur only on an as-needed basis and only upon consent of all Founders. Notwithstanding such unanimous consensual disclosures, the Founders shall take all necessary steps to keep the Business Concept and Technology confidential until the formation of the Company, at which time the Founders shall further detail and define any confidentiality obligations. 4. CONTRACTUAL COMMUNICATION AND DISPUTE RESOLUTION Section:4.1 Within one year of signature, if the Founders have not yet formed a Company, the Founders agree to discuss the benefits of continued collaboration related to the Business Concept and Technology and will discuss a mutually agreeable timetable for the formation of the Company. Section:4.2 In the event that the Founders do not wish to continue their mutual collaboration, the Founders shall discuss a mutually agreeable separation and division of assets of their collaboration. The Founders shall further define any and all confidentiality obligations related to the Business Concept and Technology. In no circumstance shall the underlying business concept be considered confidential upon termination of this Agreement. Section:4.3 In the event that the Founders are not able to agree to a mutually agreeable separation, the Founders agree that they will submit to a binding confidential mediation to be held in .......... {place}  and conducted by a mutually agreed to mediator. The Founders agree and acknowledge that all provisions of this agreement, including confidentiality provisions, shall be binding up through the end of this mediation process. Costs of the mediation shall be borne equally by all Founders. The Founders hereby waive any and all right to have this agreement adjudicated by a court of law. 5. REPRESENTATIONS AND WARRANTIES Section:5.1 Each Founder represents and warrants that he or she is not a party to any other agreement that would restrict such Founder’s ability to perform its obligations as set forth in this Founder Collaboration Agreement. Each Founder represents and warrants that no third party can claim any rights to any intellectual property or other proprietary right possessed by that Founder as it relates to the Business Concept and Technology. 6.LAW This Agreement shall be governed by and construed in all respects in accordance with the applicable laws. IN WITNESS WHEREOF, the Founders have signed this Agreement. ____________________________         __________ ……….{Founder 1 name}                        ……….{Date} ____________________________         __________ ……….{Founder 1 name}                        ……….{Date} Download Word Document In English. (Rs.50/-)

ASSIGNMENT OF CONTRACT TO SELL REAL ESTATE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the undersigned (“Assignor”) hereby assigns to    (“Assignee”), whose address is , all of Assignor’s right, title and interest in and to the Contract to Sell Real Estate dated , 20       between , as Seller, and Assignor, as Buyer, as modified by       [describe amendments, if any, or insert “no modifications”]  (collectively, the “Purchase Agreement”), including but not limited to any right Assignor might otherwise have or acquire to return of any earnest money deposited by Assignor. Assignor represents and warrants to Assignee that (1) Exhibit A attached to this Assignment is a true and complete copy of the Purchase Agreement, (2) the Purchase Agreement is in full force and effect and has not been modified in any way (other than by any amendment or modification referred to in the definition of Purchase Agreement above), (3) Assignor’s interest in the Purchase Agreement is free and clear of any prior assignment and of any lien or security interest, (4) Assignor has good right and lawful authority to execute and deliver this Assignment and to assign to Assignee all of Assignor’s interest in the Purchase Agreement, and (5) no party to the Purchase Agreement is presently in default with respect to the performance of such party’s obligations under the Purchase Agreement. By accepting this Assignment, Assignee assumes and agrees to perform all of the obligations of the Buyer under the Purchase Agreement, including but not limited to any obligations to be performed after closing thereunder, and to indemnify Assignor against any loss, claim, damage or expense Assignor may incur by reason of Assignee’s failure to perform the assumed obligations on a timely basis. Signed and delivered as of , 20       .  [If individual Assignor] Name: Name: [If Assignor is an entity] a By Name: Title: ) )  ss. )  The foregoing instrument was acknowledged before me this           day of by . My commission expires  Witness my hand and official seal. Notary Public EXHIBIT A to ASSIGNMENT OF CONTRACT TO SELL REAL ESTATE [Attach copy of Purchase Agreement, including any modifications] Download Word Document In English. (Rs.40/-)

Download Word Document In English. (Rs.50/-) LICENSE AGREEMENT TO ATTACH, INSTALL, OPERATE, AND MAINTAIN This License Agreement ("Agreement" or “License Agreement”), dated as of   , 201_ (“Effective Date”) is issued by the CITY OF XXXXXX, a municipal corporation, (“City” or “XXXXXX” or "Licensor") to [ENTITY NAME] , [INSERT ENTITY TYPE] (“Licensee”). Licensor and Licensee are sometimes individually referred to as a “Party” and collectively as the “Parties.” Except as indicated otherwise, all references to Licensor include its elected officials, officers, directors, employees, agents, and voluntee$ Except as indicated otherwise, all references to Licensee include its personnel, employees, agents, and subcontracto$ RECITALS WHEREAS, Licensor is the owner of certain City-owned Light Poles (as defined below) in the City of ________________, State of __________; and WHEREAS, Licensee seeks to install, operate, and maintain certain antenna and accessory equipment on certain City-owned Light Poles for receiving and/or transmitting voice, data, image, graphic, or video programming information by wire, cable, fiber optics, laser, microwave, antenna, radio, satellite transmission, or other similar mediums, with or without the benefit of any closed transmission medium for Licensee's customers (“Telecommunications Services”); and WHEREAS, subject to the terms and conditions of this Agreement, the City is willing to allow Licensee's use of City-owned Light Poles for the Licensee Facilities (as defined below). NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, this License Agreement is issued under the following covenants, terms, and conditions: 1. Definitions. 1.1. “Agency” means any governmental agency or quasi-governmental agency other than the City, including the FCC and the PUC. 1.2. "Antenna" or "Antennas" means the antenna portion of a Licensee Facility. 1.3. “City” or “__________” means the City of __________, a municipal corporation and charter city, located in ___________. 1.4. “Commencement Date” means the first day of the month following the month in which (a) XXXXXX issues the Notice to Proceed to Licensee for the installation of the Licensee Facilities on a City-owned Light Pole; and (b) a Supplement is fully executed by the Parties. 1.5. “Completion of Work” means Licensee’s completion of all installations per the Site Plan, restoration of all disturbed surfaces to applicable standards, site clean-up, and submittal of as-built plans and City inspector approvals to the City. 1.6. “Emergency Condition” or “Emergency Situation” means any condition, as reported by Licensee or determined by XXXXXX that constitutes an unsafe condition or threat to persons or property and/or adversely affects the integrity or operability of the City-owned Light Pole where the Licensee Facilities are mounted. 1.7. “FCC” means the Federal Communications Commission or successor entity. 1.8. “Fee” means any assessment, license, charge, fee, imposition, real or personal property tax (but excluding any utility users tax or franchise fees), possessory interest tax, or levy of general application to Persons doing business in the City lawfully imposed by the City, any Agency or governmental body. 1.9. “Laws” means any and all applicable judicial decisions, statutes, constitutions, ordinances, resolutions, regulations, rules, tariffs, administrative orders, certificates, orders, or other requirements of the City or other Agency having joint or several jurisdiction over the parties to this License Agreement, in effect either at the time of execution of this Agreement or at any time during the Term of this Agreement. 1.10. “Licensee” means the Licensee as defined above and its lawful successors, assigns, and transferees. 1.11. "Licensee Facility" or "Licensee Facilities" means Licensee owned and operated Antennas, equipment enclosure and cabling for providing Telecommunication Services on those City-owned Street Light Poles set forth in a Supplement .  1.12. “Light Pole” or “City-owned Light Pole” means the street light poles owned and operated by the City of XXXXXX within the Public Right-of-Way, including any Replacement Light Pole approved and accepted by the City. Licensee shall not attach Licensee Facilities to a Light Pole without a fully executed Supplement. 1.13. “Notice to Proceed” means City’s letter transmitting the approved Site Plan, Schedule of Performance, Right of Way Construction Permit and other City approvals submitted by Licensee for the Licensee Facilities. 1.14. “PUC” means the Public Utilities Commission or successor entity. 1.15. “Person” means an individual, a corporation, a limited liability company, a general or limited partnership, a sole proprietorship, a joint venture, a business trust, and any other form of business association, other than Licensee. 1.16. “Provision” means any agreement, clause, condition, covenant, qualification, restriction, reservation, term, or other stipulation in this License Agreement that defines or otherwise controls, establishes, or limits the performance required or permitted by any Party . All Provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions. 1.17. “Public Right-of-Way” means in, upon, above, along, across, under, and over the public streets, roads, lanes, courts, ways, alleys, boulevards, and places, including, without limitation, all public utility easements and public service easements, as the same now or may thereafter exist that are under the jurisdiction of the City. This term shall not include any property owned by any Person or Agency other than the City except as provided by applicable Laws or pursuant to an agreement between the City and any such Person or Agency. 1.18. “Radio Frequency Emission Exposure Limits” or “RFES” means the General Population /Uncontrolled Exposure Limits set by the FCC. 1.19. "Replacement Light Pole" means a street light pole furnished by Licensee when Licensor requires a replacement of a Light Pole. 1.20. “Right-of-Way Construction Permit” means a written permit to perform work in and upon public streets subject to approval of the City Engineer of the Licensor's Public Works Department ("City Engineer") or designee in accordance with the procedure set forth in Section 6.1 of this Agreement. Once the approval of the City Engineer is obtained and the City has issued the applicable Notice to Proceed, the Right of Way Construction Permit shall be incorporated into the applicable Supplement. Any Right of Way Construction Permit approved by City prior to the Effective Date shall be attached and incorporated by reference into the applicable Supplement. 1.21. Schedule of Performance” means project schedule submitted by Licensee and approved by the City for installation per the Site Plan. The Schedule of Performance shall be approved by the City in the manner set forth in Section 6.1 of this Agreement. Once the City has approved the Schedule of Performance and the City has issued the applicable Notice to Proceed, the Schedule of Performance shall be incorporated into the applicable Supplement. Any Schedule of Performance approved by City prior to the Effective Date shall be attached and incorporated by reference the applicable Supplement. 1.22. “Site Plan” means City-approved drawings, sketches, and specifications pertaining to the Licensee Facilities or any Replacement Light Pole submitted by Licensee detailing method of construction and mounting, vault and conduit installation, power supply, vents, and other information deemed necessary by XXXXXX in its sole discretion. In addition to the foregoing, the Site Plan shall also contain the City-approved traffic control plans, project schedule, and site layout. The Site Plan shall be subject to the City's approval in the manner set forth in Section 6.1 of this Agreement. Once the City has approved the Site Plan and the City has issued the applicable Notice to Proceed, the Site Plan shall be attached to and incorporated into the applicable Supplement . 1.23. "Supplement" means that document in substantially the form attached hereto as Exhibit A and incorporated by reference containing information related to Licensee Facilities attachments to City-owned Light Poles. A Supplement shall be effective and incorporated into this Agreement once the Supplement is fully executed by the Parties and, upon such execution, the Supplement shall be incorporated into this Agreement. 2. TERM. The initial term of this Agreement shall be ten (10) years commencing upon the Effective Date of this Agreement, unless otherwise terminated in accordance with the Provisions of this Agreement (“Initial Term”). Following the Initial Term, if not terminated, the License Agreement shall automatically be renewed for [NUMBER AND LENGTH OF EXTENSIONS; EXTENSIONS MAY NOT EXCEED A CUMULATIVE TOTAL OF 15 YEARS, e.g., three successive extension terms of five (5) years each] (each a “Extension Term”) on the same terms and conditions as set forth in this Agreement unless either Licensor or Licensee terminates this Agreement by written notice to the other Party at least ninety (90) Days prior to the expiration of the Initial Term or any Extension Term, as applicable. The "Term" shall refer to the Initial Term and each Extension Term (if applicable), unless expressly stated elsewhere within this Agreement. 3. SCOPE OF LICENSE. 3.1. General. Any and all rights expressly granted to Licensee under this Agreement, which shall be exercised at Licensee’s sole cost and expense, shall be subject to the prior and continuing right of the City under applicable Laws for the use of any and all parts of the Public Right-of-Way only, exclusively or concurrently, with any other Person or Persons, and further shall be subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances and claims of title as of the installation of any Licensee Facility, which may affect the Public Right-of-Way. Licensee shall not infringe on any of the foregoing without the written approval of the affected Party. In case of such infringement, Licensor may terminate this Agreement with ten (10) days written notice in the event such infringement is not cured within thirty (30) days of written notice from Licensor of such infringement. Nothing in this License Agreement shall be deemed to grant, convey, create, or vest a perpetual (a) real property interest in land in Licensee, including any fee or leasehold interest, easement, or any franchise rights; or (b) interest in the City-owned Light Poles. 3.2. Authorization. During the Term, the City hereby authorizes Licensee to attach, install, operate, maintain, remove, reattach, reinstall, relocate, enhance, and replace Licensee Facilities in or on the City-owned Light Pole(s) identified in the applicable Supplement located within the Public Right-of-Way for the purpose of providing Telecommunication Services to Persons located within or without the limits of the City; provided, however, Licensee shall have no such authorization until Licensee submits and receives City-approval for any all applicable Site Plans, Schedules of Performance, and Right-of-Way Construction Permits in accordance with Section 6.1 of this Agreement. Licensee shall only use the Licensee Facilities for Telecommunication Services only. Licensee agrees that it shall not sublet any space on Licensee Facilities to any third party or allow any colocation of facilities on Licensee's Facilities. During the Term of this Agreement, the exact planned location of the Licensee Facilities shall be disclosed, in writing, to the City by Licensee at least thirty (30) days prior to its installation, removal, or relocation and in accordance with Section 6 requirements below. Such identification shall be incorporated in the applicable Supplement. 3.3 Nonexclusive 3.3.1Licensee acknowledges and understands that the Light Pole is public property dedicated for public purposes and that these purposes have priority over any other use, including Licensee’s use of the Light Pole. Licensee shall not interfere with Licensor’s use of the Light Poles. 3.3.2 This License is a non-exclusive license, and Licensor reserves the right to allow the Light Poles to be used by other parties, except that Licensor shall not allow any other party to physically occupy that portion of the Light Poles where the Antenna is located. Notwithstanding the foregoing, Licensor reserves the right to make additions, deletions, or modifications to its own facilities on the Light Poles. 3.4. Permits. This License is expressly made contingent upon Licensee obtaining all applicable certificates, permits, entitlements, environmental review, studies, and other approvals that any federal, state, or local authority may require for the construction and operation of Licensee’s Facilities and, if applicable, the construction of a Replacement Light Pole. Licensee shall bear the sole cost and expense related to the procurement of these approvals. 3.5. Non-interference. Except as permitted by applicable Laws or this License Agreement, in the performance and exercise of its rights and obligations under this License Agreement, Licensee shall not interfere in any manner with the existence and operation of any and all Public Right-of-Way and/or private rights-of-way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and telephone wires, electroliers, cable television, and other telecommunications (existing as of the placement of the applicable Licensee Facilities), utility, and municipal property without the express prior written approval of the owner or owners of the affected property or properties. In case of such inference, Licensor may terminate this Agreement with ten (10) days written notice in the event such interference is not cured within thirty (30) days of written notice from Licensor of such interference. If particular Licensee Facilities are the source of the interference, Licensor may terminate this Agreement with respect to Licensee's right to use those City-owned Light Poles with interfering Licensee Facilities as well as the right to use those City-owned Light Poles in the same Supplement. Such termination shall be effective with ten (10) days written notice in the event such interference is not cured within thirty (30) days of written notice from Licensor of such interference.  3.6. Compliance with Laws. Licensee shall comply with all applicable Laws in the exercise and performance of its rights and obligations under this License Agreement. 3.7. Work Standards. Licensee agrees to install, operate, and maintain the Licensee Facilities and, when applicable, install a Replacement Light Pole in accordance with the terms of this Agreement, all applicable Laws, including all traffic Laws (including, without limitation, those set forth as  DOT standards) and in accordance with applicable Right-of-Way Construction Permit, Site Plans and Schedule of Performance as may be added and incorporated into the applicable Supplement. Licensee will comply with applicable Laws. Licensee acknowledges that XXXXXX makes no warranties or representations regarding the fitness, safety, or suitability of any of XXXXXX’s property for the installation of the Licensee Facilities and that any performance of work or costs incurred by Licensee or provision of Telecommunication Services contemplated under this License Agreement by Licensee is at Licensee’s sole risk, except as otherwise expressly provided herein. Further, Licensee’s work under this License Agreement will be performed fully in compliance with the requirements in this License Agreement and more specifically as set forth in Section 3.8 below. 3.8 Work and Safety Requirements. This section contains minimum requirements and specifications governing use and occupancy of City-owned Light Pole(s) and any other such equipment owned by XXXXXX.  3.8.1 Where applicable, Licensee Facilities shall be placed, installed, and maintained   accordance with the requirements and specifications of the rules and regulations of the  Public Utilities Commission, including General Order No. 95 (G.O. 95), General Order No. 128 (G.O. 128), the National Electrical Code (N.E.C.), the National Electrical Safety Code (N.E.S.C.), the rules and regulations of the Occupational Safety and Health Act (OSHA), all of which are incorporated herein by reference in this Section 3.8, and of any governing authority having jurisdiction over the subject matter. Where a difference in specifications may exist, the more stringent specification and/or rule shall apply. If applicable, the requirements of this subsection apply to any Licensee installation of a Replacement Light Pole. 3.8.2 All requirements of the National Electrical Safety Code (N.E.S.C.) referred to in this Agreement shall mean the current edition of such code, and shall include any additional requirements of any applicable Federal, State, County or Municipal Code or regulatory body, Agency, or other governing authority having jurisdiction over the subject matter, including the CPUC, where applicable. Reference to either the Safety Code, or to N.E.S.C., shall have the same meaning. 3.8.3 The Licensee Facilities shall be structurally and aesthetically compatible with XXXXXX’s facilities in accordance with the applicable Site Plan. If Licensee Facilities are not compliant with this foregoing requirement, Licensee (at Licensee’s sole cost and expense) shall remove any such non-compliant Licensee Facilities or make Licensee Facilities compliant upon the reasonable request of XXXXXX. Licensee shall remove non-compliant Licensee Facilities or make Licensee Facilities compliant within the timeframes required by the City in writing. In the event Licensee fails to complete the foregoing within the the timeframes required by the City, the City may terminate Licensee's use of the affected City-owned Light Pole with (10) days written notice to Licensee and Licensee shall remove the Licensee Facilities located on that City-owned Light Pole in the manner set forth in Section 5.3 of this Agreement. 3.8.4 Upon Completion of Work, Licensee shall remove all of its tools, unused materials, wire clippings, cable sheathing, and any other similar type materials and/or matter on or in the area surround the affected City-owned Light Pole. 3.8.5 Licensee Facilities shall be firmly secured and supported to the City-owned Light Pole as provided in the Site Plan. 3.8.6 Licensee Facilities shall be plainly identified with a firmly affixed tag of a type and wording satisfactory to XXXXXX. 3.8.7 Licensee shall require that all its work crews and foreman, or any of its contractors and subcontractors: (i) are familiar with all power line rules, requirements, regulations, standards and guidelines under G.O. 95, G.O. 128 and N.E.S.C.; (ii) survey the area in which work is to be performed before commencing work, and make a determination that the required work can be completed safely; (iii) survey the area in which work is to be performed before commencing work, and make a determination that any electrical power lines and related equipment are in conformance with G.O. 95, G.O. 128 and N.E.S.C. prior to commencing work; and (iv) proceed with such work only upon making such determinations. If the foreman and/or work crew determines that such work cannot proceed safely, or if such electrical power lines are not in compliance with either G.O. 95, G.O. 128 or N.E.S.C., Licensee shall immediately stop work and notify XXXXXX of such condition, in detail, and shall not commence work at such location until so directed by  XXXXXX. It is understood and agreed by Licensee that there is no instance in which it is safe or proper for a Licensee worker and or crews (whether working for or on behalf of Licensee), or a crew or worker’s equipment, to come within three (3) feet of, or in actual contact with, the electrical current from an energized electrical power line. Consequently, any such close or actual contact by Licensee (or Licensee’s crews, employees, agents, representatives, contractors or subcontractors, or the crews, employees, agents, or representatives of such contractors or subcontractors) shall be deemed an  unsafe act, or failure to act, under the meaning of this Agreement. In addition to any other remedies available to XXXXXX under this License Agreement, failure of Licensee to conduct its work in compliance with the requirements of Section  3.8 shall constitute an immediate breach of this Agreement and cause for the City with written notice to Licensee to immediately terminate this Agreement with respect to Licensee's right to use those City-owned Light Poles relating to the breach as well as the right to use those City-owned Light Poles in the same Supplement. 3.8.8 Should Licensee discover any Emergency Conditions or Emergency Situation in its survey of the work area, as set forth above in this section 3.8, Licensee shall cease work and immediately notify XXXXXX at its Public Utilities Department at telephone number (714) 765-5300 of any such emergency condition or emergency situation related to XXXXXX’s utility poles, powerlines, street lights, arms, or the Licensee Facilities. 3.8.9 Licensee understands and acknowledges that Licensee Facilities are located  in or on the Public Right-of-Way and/or within public property, and Emergency Situations may develop from time-to-time that affect the health safety, or welfare of City personnel or the public. Licensee agrees that if such Emergency Situations occur, XXXXXX shall have the right for the duration of the Emergency Situation to take any necessary actions, including, but not limited to, removing the City-owned Light Pole. Such necessary action shall be made at the City's sole discretion. Licensee agrees not to hold XXXXXX responsible or liable for and shall protect, defend, and indemnify and hold XXXXXX harmless for any damage, loss, claim, or liability of any nature suffered as a result of any such XXXXXX actions during an Emergency Situation, except as otherwise expressly provided herein. 3.8.10 Prior to the issuance of a Notice to Proceed, Licensee shall pay for a radio frequency interference study carried out by an independent and qualified professional licensed radio frequency engineer. Licensee shall provide Licensor a copy of this study. T0is study shall confirm that Licensee’s Facilities will not interfere with any existing Licensor's communications facilities and/or those of other governmental entities on a Light Pole. If this study fails to confirm the foregoing and Licensee cannot reasonably remedy this interference, Licensor may immediately terminate this Agreement as to such Licensee Facility. Licensor shall have no obligation to pay any other costs and expense incurred by Licensee with respect to this Agreement. 3.8.11 Prior to the issuance of a Notice to Proceed, Licensee shall also pay for a study carried out by a  licensed structural engineer to evaluate the structural integrity of Licensee’s Facilities. Licensee shall provide Licensor with a copy this study. This study shall confirm that Licensee’s Facilities will not unsafely compromise the structural integrity of the Light Pole. If the study fails to confirm that Licensee’s Facilities will not unsafely compromise the structural integrity of the Light Pole and Licensee cannot reasonably remedy this problem or Licensee is notwilling to construct a Replacement Light Pole, Licensor may immediately terminate this Agreement as to such Licensee Facility. Licensor shall have no obligation to pay any other costs and expense incurred by Licensee with respect to this Agreement. 3.9 Availability. XXXXXX cannot and does not guarantee an uninterrupted supply of power, nor does it guarantee the quality of power provided.  3.10 RFES. RFES limits shall be identified for each Site Plan identified in the applicable Supplement and the preliminary RFES shall be incorporated by reference into the License Agreement and included in the Supplement. The preliminary RFES initially submitted by Licensee shall be superseded with a final RFES when the actual radio frequency exposure measurements are completed and submitted by Licensee to the City following the completion of Antenna construction, but in no event later than Completion of Work by Licensee. The RFES shall recommend the stand-off distance for mandatory signage, at Licensee’s sole cost and expense, and shall be placed on the Antenna enclosure by Licensee to ensure that XXXXXX Electric field crews inspecting and maintaining the Light Pole during routine and emergency maintenance will not exceed the specified limits. Licensee shall provide an updated RFES study with any equipment modifications which would affect the stand-off distance identified in the final RFES study. In such cases, Licensee shall post additional signage as reasonably required by the Public Utilities General Manager or designee. 4. FEES AND TAXES. 4.1 Fees. Licensee shall be solely responsible for the payment of all lawful Fees, taxes and for the payment of any utility charges in connection with the exercise of Licensee’s right, title, and interest in and to the attachment, installation, operation, and maintenance of the Licensee Facilities, and the rendering of Telecommunication Services, under this License Agreement. Notwithstanding the foregoing however, Licensee shall not be responsible for any income tax incurred by City as a result of this Agreement. 4.2 License Fee and Other Consideration In consideration for this License Agreement, Licensee shall initially pay the City Base License Fee in the amount of [Insert Appropriate Amount for Fiscal Year in Exhibit B, e.g., Ninety-Three Dollors  and Forty Cents ($93.40) ] for every Licensee Facility on each City-owned Light Pole (“Base License Fee”) with a Commencement Date in the [Insert Appropriate Fiscal Year, e.g., 2015/2016] fiscal year ("Base Fiscal Year"), which fiscal year runs from July 1st to June 30th. Licensee shall make this first payment within thirty (30) days after the applicable Commencement Date for the Licensee Facility. The Base License Fee for a partial year shall be prorated on a 365 day basis from the Commencement Date through June 30th. Throughout the Term, the Base License Fee or Adjusted Base License Fee (defined below) shall be increased to the amount set forth in Exhibit "B", attached hereto and incorporated herein by reference, each year on July 1st (which amount is approximately two percent (2%) of the previous fiscal year’s Base License Fee or Adjusted Base License Fee (defined below)), except that, if applicable, on July 1st of 2025, 2030, and 2035, the Public Utilities General Manager designee, on behalf of the City, will adjust Base License Fee and will provide notice to Licensee no later than the sixtieth (60th) day prior to the adjustment date. Notwithstanding the foregoing, XXXXXX’s failure to communicate the License Fee adjustments in no way relieves Licensee of its obligation to pay said Adjusted Base License Fee. The adjusted Base License Fee shall be referred herein as the "Adjusted Base License Fee"; the first Adjusted Base License Fee amounts occurring prior to the tenth anniversary adjustment are contained in Exhibit "B". In connection with each Supplement, Licensee shall pay the City each year on every July 1st during the Term the Adjusted License Fee for such Supplement. For every Supplement with a Commencement Date outside of the Base Fiscal Year, Licensee shall pay the applicable prorated (as described above) Adjusted Base License Fee for the applicable Supplement within thirty (30) days after the applicable Commencement Date and the increased Adjusted Base License on every July 1st thereafter until the termination or expiration of this Agreement. If the Base License Fee or Adjusted Base License Fee is not received by City on or before the thirtieth (30th) day following its due date, it shall be deemed delinquent. If the Base License Fee or Adjusted Base License Fee is not paid before delinquency, then the amount due and unpaid shall be subject to a late charge at he rate of five percent (5%) per annum of the overdue amount, without limitation to the City’s other rights and remedies under this Agreement. 5. REMOVAL AND RELOCATION OF POLE MOUNTED FACILITIES. 5.1 Relocation. XXXXXX, in its sole discretion under the circumstances set forth set forth in .1 through .3 in Section 5.1.1, may from time to time require Licensee to remove or relocate its entire or affected portion of the Licensee Facility and Licensee shall, at XXXXXX’s sole direction, remove or relocate the specified affected Licensee Facility upon a reasonable request from XXXXXX based on the specific configuration or re-configuration of the Pubic Right-of-Way or roads in the Pubic Right-of-Way (by way of example and not limitation - a removal or relocation caused by the widening of the road) provided that where a removal or relocation is required by the City, the City will take reasonable steps to provide a suitable alternative for Licensee to re-locate its affected Licensee Facility. If however, a suitable alternative is not available, City or Licensee, at their sole discretion, may terminate the applicable Supplement for that Licensee Facility, and such termination will not constitute a breach of this License Agreement. In connection with any such relocation, if Licensee's Facilities require a Replacement Light Pole, Licensee shall furnish a Replacement Light Pole for the new location at Licensee's sole costs and expense. This Replacement Light Pole shall be subject to the City's review and approval as set forth in Section 6.1 of this Agreement. 5.1.1 Licensee understands and acknowledges that the City may require Licensee to  relocate, and Licensee shall, at City’s direction, relocate Licensee’s entire or affected portion of the Licensee Facility upon six (6) months prior written notice in situations described in subsection (.1) below, and immediately (defined as 48 hours or less) in situations described in subsections (.2) and (.3) below, at Licensee’s sole expense whenever City reasonably determines that the relocation is needed: .1 To facilitate or accommodate the construction, completion, repair, relocation, or maintenance of a City project; .2 Because the Licensee Facility is interfering with or adversely affecting proper operation of City-owned Light Poles or other City facilities; or .3 As required by applicable Laws or Emergency Situation to protect or preserve the public health, safety, or welfare. 5.1.2 At its sole costs and expense, Licensee shall be responsible for the relocation of its Licensee Facilities required by the City in accordance with this Section 5. 5.1.3. City shall be responsible for the following tasks in connection with the relocation: .1 Building the foundation footing for the new Light Pole or Replacement Light Pole (as applicable) location based on Licensee’s design; .2 Installing a Light Pole or Replacement Light Pole (as applicable) and its electrical conduit to that new location; and .3 Issuing an invoice to Licensee for the difference in costs between building a new footing and installing the new Light Pole or Replacement Light Pole (as applicable) versus the costs for a standard light pole (if any). Subject to the time frame described in Section 5.1.1 and if circumstances allow, City agrees that Licensee shall not terminate the use of any existing City-owned Light Pole until the Licensee Facility have been installed and are operational on the alternative City-owned Light Pole. If Licensee fails to relocate the entire or affected portion of the Licensee Facility as requested by the City in accordance with the foregoing, City shall be entitled to remove the affected Licensee Facility at Licensee’s sole cost and expense. The City shall have no responsibility or liability for damage or loss of the entire or affected portion of the Licensee Facility or any damages, except as otherwise expressly provided herein. For any relocation, Licensee shall comply with the requirements of Section 6 of this Agreement. Licensee agrees to use commercially reasonable means to relocate the entire or affected portion of the Licensee Facility to a location acceptable to both the City and Licensee. Any relocation will require execution of a Supplement by the Parties. 5.2 Relocation Requests. In the event Licensee desires to relocate the Licensee Facility from a City-owned Light Pole or other property to another City-owned Light Pole or other property, Licensee shall so notify City in writing. Licensee may, with the prior approval of the City, utilize another City-owned Light Pole or other property for relocation of the Licensee Facility in such a case; provided, Licensee complies with the requirements of Section 6 of this Agreement. Such approval shall be completely within the City’s sole discretion. Any such relocation will require execution of a Supplement by the Parties. 5.3 Removal. Unless XXXXXX and Licensee enter into a written agreement that provides otherwise, upon the expiration, completion or earlier termination of the Term of this License Agreement or City's termination of Licensee's right to use a City-owned Light Pole, Licensee shall promptly, safely, and carefully remove the entire Licensee Facility installed by Licensee or designee from the Light Pole, other XXXXXX property and the Public Right-of-Way, and Licensee return the Light Pole, XXXXXX’s property and the Public Right-of-Way to the condition in which the property and/or the Public Right-of-Way existed immediately prior to Licensee’s installation, normal wear and tear excepted. Upon the expiration, completion or earlier termination of the Term of this License Agreement or City's termination of Licensee's right to use a City-owned Light Pole, License shall perform the removal and restoration within thirty (30)  business days or such time period mutually agreed to in writing by the Parties, otherwise City shall have the option to perform the aforementioned removal and restoration at Licensee's costs and expense. In addition to the foregoing, in the event a Light Pole was a Replacement Light Pole installed by Licensee, Licensee shall remove the Licensee Facilities and, at City's sole discretion, modify or replace that Light Pole to those standards required by the City within ten (10) business days or such time period mutually agreed to in writing by the Parties, otherwise City shall have the option to perform the same at Licensee's cost and expense. Once such Replacement Light Pole has been completed and accepted by the City, the Replacement Light Pole will become property of the City. Licensee shall execute such documents required by the City to cause such a transfer of ownership. Whenever the removal or relocation of the entire or affected portion of the Licensee Facility is required under this License Agreement, and such removal or relocation shall cause the Public Right of Way, the Light Pole, or other City-owned facility to be damaged, Licensee, at its sole cost and expense, shall promptly repair such damage and return the Public Right of Way, the Light Pole, and/or other City-owned facility, in which the Licensee Facility is located, to a safe and satisfactory condition in accordance with applicable Laws, normal wear and tear excepted. If Licensee does not repair the site as just described within either (a) ten (10) business days or such time period mutually agreed to in writing by the Parties or (b) sooner if the conditions set forth in Section 7 exist, then the City shall have the option to perform or cause to be performed such reasonable and necessary work on behalf of Licensee and charge Licensee for the costs incurred by City. The City shall not be obligated to extend the removal deadline if such extended deadline is not in the City's best interests. The City shall not be responsible for any damages to the any Licensee Facilities, except as otherwise expressly provided herein. Upon the receipt of a demand for payment by the City, Licensee shall reimburse the City for such costs and expenses within thirty (30) days of its receipt of an invoice together with reasonable supporting documentation or shall be subject to a late charge at the rate of five percent (5%) per annum of the overdue amount, without limitation to City’s other rights and remedies under this License Agreement. 6. INSTALLATION. 6.1 Site Plans and other Approvals. Licensee shall not install, operate, or maintain any Licensee Facilities on a City-owned Light Pole without a City-approved Notice to Proceed and a City-approved Site Plan, Schedule of Performance, and Right-of Way Construction Permit. Prior to the issuance of a Notice to Proceed for a Licensee Facility, Licensee shall submit a proposed site plan and proposed schedule of performance for the Public Utilities General Manager or designee's approval. Public Utilities General Manager or designee may either approve those documents or require Licensee to make modifications to the proposed site plan and schedule of performance. If applicable, Licensee shall submit its revised proposed site plan and/or proposed schedule of performance for the Public Utilities General Manager or designee's approval. The Public Utilities General Manager or designee may either approve those documents or require Licensee to make modifications to the proposed site plan and schedule of performance. The foregoing process shall be repeated until the proposed site plans and proposed schedule of performance are approved by Public Utilities General Manager or designee. If approved, Licensee shall submit a request for a Right-of-Way Construction Permit. This Right-of-Way Construction Permit will be issued by the City Engineer or designee with any terms and conditions the City Engineer or designee determines to impose upon the permit.  Such determination shall be made in the City Engineer or designee's sole discretion. Upon the (a) approval of the Site Plan and Schedule of Performance and (b) issuance of a Right-of-Way Construction Permit, the City will issue a Notice to Proceed. After Licensee has obtained an approved Site Plan and Notice to Proceed, and has completed installation of Licensee Facilities in accordance with the Site Plan, Licensee shall have the right to maintain, as it deems necessary, any Licensee Facility upon notice to City.  In case the Licensee Facilities require replacement of a City-owned Light Pole, the Licensee shall be responsible for all costs to design, procure and install a Replacement Light Pole. The Replacement Light Pole shall be subject to the review and approval of the City. Upon completion of its installation of the Replacement Light Pole and acceptance by City, Replacement Light shall become the City’s property. Licensee shall execute such documents required by the City to cause the Replacement Light Pole to transfer of ownership to the City.  In the event a Light Pole has been removed and a Replacement Light Pole for that Light Pole has not been accepted by the City prior to the termination of this Agreement, Licensee shall be responsible for all costs and expenses associated with making such adjustments to the Replacement Light Pole so that it is consistent with City standards. Such light pole shall be subject to the review and approval process set forth in the previous paragraph. 6.2 Added Facilities. If Licensee desires to modify or add Licensee Facilities on a City-owned Light Pole beyond those set forth in a Supplement or previously approved under this Section are modified or added after the Effective Date, Licensee shall submit a request ("Modification Request") to add to or modify Licensee Facilities. XXXXXX’s Public Utilities General Manager or designee will review the Modification Request, and XXXXXX’s Public Utilities General Manager or designee may approve or deny, in writing, the request in her sole discretion. With any Modification Request, Licensee shall comply with the requirements set forth in Sections 1.20 and 6.1. If XXXXXX’s Public Utilities General Manager or designee approves the Modification Request, the added or modified Licensee Facilities shall be reflected in Attachment A of the applicable Supplement. The aforementioned written approval shall constitute the Notice to Proceed for such additional Licensee Facility and the date of such written approval shall be the Commencement Date under Section 4.2 as to such Licensee Facility. Licensee has the right to replace existing Licensee Facilities so long as the City, in its sole discretion, determines the replacement facilities are substantially similar to existing Licensee Facilities. Without limiting the foregoing, City determination, the substantially similar facilities do not include: (a) any modification increasing the Radio Frequency Exposure Study parameters; (b) modification affecting the external aesthetics of the Light Pole; or (c) modifications potentially impacting the structural integrity of City owned Light Pole or use of the Public Right-of- Way.  6.3 Installation. Upon receipt of the Notice to Proceed and execution of a Supplement by both Parties, Licensee may install the Licensee Facilities and, if applicable the Replacement Light Pole; provided, such installation is carried out in accordance with the terms of this Agreement and the applicable Notice to Proceed, Site Plan, Schedule of Performance, and Right of Way Construction Permit. Upon Licensee's completion of the Licensee Facility and, if applicable, the Replacement Light Pole, the Licensee Facility shall be inspected by the City to confirm that the installation complies with the terms of this Agreement and the applicable Notice to Proceed, Site Plan, Schedule of Performance, and Right of Way Construction Permit. Licensee shall not operate the Licensee Facility until that facility has passed the City's inspection. Licensee hereby accepts use of a City-owned Light Pole in an “as-is” condition, with no warranty, express or implied from Licensor as to any latent, patent and unforeseeable condition of the City-owned Light Pole, including its suitability for use by Licensee. Further, Licensee has determined, among other things, that the Light Poles that are involved in or related to any of Licensee’s work or performance under this Agreement are in full compliance with Cal OSHA rules and regulations, General Orders 95 and 128 and other applicable Laws to the extent such rules and regulations would have any application whatsoever to Licensee’s work or performance under this Agreement, or, if they are not in such compliance, Licensee shall notify Licensor in writing of such fact prior to commencing any work or performance involving or related to said Light Pole. 6.4 Installation Time Limit. Licensee shall install the Licensee Facilities, the Replacement Light Pole (if applicable) and other City-specified fixtures and/or equipment related thereto within ninety (90) days of the later of the receipt of Notice to Proceed from the City or execution of the Supplement. The time periods set forth in this Section 6.4 may be extended in the sole discretion of the XXXXXX Public Utilities General Manager or designee.  6.5 Prevailing Wage. If required by applicable law in connection with any work performed under this Agreement, Licensee and all affiliates, contractors or subcontractors are required to pay the general prevailing wage rates of per diem wages as well as overtime and holiday wages as determined by the Director of the Department of Industrial Relations (DIR) under Section 1720 et seq. of the  Labor Code and implemented by Resolution of the City Council of the City of XXXXXX. The DIR’s determination is on file and is open to inspection in the Office of the City Clerk.  6.6 Drawings. Licensee shall provide City with as-built drawings of the Licensee Facilities, the Replacement Light Pole (if applicable), equipment, and improvements installed on City property or Public Right-of-Way within thirty (30) days after Completion of Work, which show the actual location of all Licensee Facilities, equipment, and improvements. Said as-built drawings shall be accompanied by a complete and detailed inventory of all of Licensee’s equipment, personal property, and Licensee Facilities actually installed. 6.7 No Liability. No review or approval under this Section shall impose or create any additional liability on or for City, and shall not relieve Licensee of any responsibility or liability which Licensee may have under this Agreement or by law. 7. EMERGENCY RESTORATION . If due to an Emergency Situation such as a damaged or destroyed City-owned Light Pole, the continued use of which threatens the health or safety of persons or property, as solely determined by the City’s Electric field crews, immediate removal of the City-owned Light Pole shall be required. XXXXXX Public Utilities Department Electric crews will remove and replace, if possible, the destroyed or damaged City-owned Light Pole and will notify the Licensee within such time frame determined by XXXXXX staff. Licensee’s restoration crew will be responsible for the removal of the Licensee Facilities from the damaged or destroyed City-owned and, if applicable, the reinstallation of the Licensee Facilities on a replacement City-owned Light Pole. The installation of a replacement Light Pole shall occur within the timeframe devised by the City, which the City may modify in its sole and absolute discretion. Prior to the installation of Licensee's Facilities on the new Light Pole, Licensee shall comply with the requirements of Section 6 of this Agreement. If, however, a suitable alternative is not available, City or Licensee, at their sole discretion, may terminate this License Agreement for that Licensee Facility, and such termination will not constitute a breach of this License Agreement. The City will not be liable or responsible for any financial and/or nonfinancial damage to or caused by the Licensee Facilities and accessories on account of the removal, replacement, or transportation of the damaged or destroyed Light Pole. The XXXXXX Public Utilities Department may be reached at (714) 765-5300. Licensee’s emergency contact information is listed under Subsection 15.6. 8. INDEMNIFICATION. 8.1 To the fullest extent permitted by law, as respects bodily injury, death, personal injury, or third-party property damage, Licensee agrees to indemnify, defend, and hold harmless XXXXXX, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with Licensee’s (or Licensee’s contractors’ or subcontractors’, if any): (i) acts, errors, omissions, or unsafe acts, or (ii) work performed by, or on behalf of, Licensee, relative to this Agreement; except for those Claims which arise out of the sole active negligence or willful misconduct of XXXXXX or its employees or agents. As respects any damage or loss which does not arise out of or involve bodily injury, death, personal injury, or third-party property damage, Licensee agrees to indemnify, defend, and hold harmless XXXXXX, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Other  claims”), arising out of or in connection with Licensee’s (or Licensee’s contractors’ or subcontractors’, if any) negligent or wrongful performance under this Agreement; except to the extent that  such Other Claims arise out of the acts, errors, or omissions of XXXXXX or its employees or agents. The obligations set forth in this Indemnification Provision (i) shall be in effect without regard to whether or not XXXXXX, Licensee, or any other Person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims or Other Claims; and (ii) shall survive the termination of this License Agreement. Nothing herein shall prevent Licensee’s insurer(s) from satisfying Licensee’s obligations under this Section. XXXXXX’s City Council authorizes the XXXXXX Risk Manager to modify the requirements set forth in this Subsection 8.1 in the event he determines that such reduction is in XXXXXX’s best interest. 8.2 Hazardous Materials. Without limiting the scope of Subsection 8.1 above, or the duties and obligations set forth therein, Licensee will be solely responsible for and will defend, indemnify, and hold Licensor, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorney’s fees and costs, arising out of or in connection with the cleanup, restoration of the Public Right-of-Way, personal injury, property damage, bodily injury or other damages resulting from Licensee’s use of Hazardous Materials on the Public Right-of-Way. Licensor will be solely responsible for and will defend, indemnify, and hold Licensee, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorney’s fees and costs, arising out of or in connection with the cleanup, restoration of the Public Right-of-Way, personal injury, property damage, bodily injury or other damages resulting from Licensor’s use of Hazardous Materials or from any presence, handling or disposal of Hazardous Materials on the Public Right-of-Way on or before the Commencement Date. For purposes of this License Agreement, “Hazardous Materials” shall be interpreted broadly and specifically includes, without limitation, petroleum or any petroleum product, asbestos, fuel, batteries and/or any substance known by the State of  to cause cancer and/or reproductive toxicity, and/or any substance, chemical, waste, or other materials identified or defined as hazardous, toxic or dangerous in any federal, state, or local environmental or safety law or regulations including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). XXXXXX’s City Council authorizes the XXXXXX Risk Manager to modify the requirements set forth in this Subsection  8.2 in the event he determines that such reduction is in XXXXXX’s best interest. 9. INSURANCE. Without limiting XXXXXX’s right to indemnification, it is agreed that Licensee shall secure, prior to commencing any activities under this License Agreement, and maintain, during the Term of this License Agreement, insurance coverage as follows: Workers’ Compensation Insurance as required by  statutes and Employers Liability in an amount not less than One Million Dollors  ($1,000,000) per occurrence. Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability (if applicable), in an amount not less than Two Million Dollors  ($2,000,000) per occurrence, Three Million Dollors  ($3,000,000) annual aggregate, written on an occurrence form, provided this coverage may be maintained by Licensee combining primary and excess policies to meet these requirements. Commericial Automobile Liability Coverage covering all owned non-owned and hired autos, in an amount not less than One Million Dollors  ($1,000,000) per occurrence, combined single limit. XXXXXX’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in XXXXXX’s best interest. Each insurance policy required by this Agreement, except policies for Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions: “It is agreed that any insurance maintained by Licensee pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of XXXXXX.” “The City of XXXXXX, its officers, employees, and representatives are included as additional insureds as respects the acts, omissions, operations, and activities of, or on behalf of, the named insured, in regard to products supplied, or work or services performed under an agreement with the City of XXXXXX.” Prior to commencing any work under this License Agreement, Licensee shall deliver to XXXXXX insurance certificates confirming the existence of the insurance required under this License Agreement, and additional insured endorsement, including the applicable clauses and/or Provisions referenced above. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in the State of  and (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to XXXXXX with prior written permission from XXXXXX. Also, in the event that (i) a claim is filed against XXXXXX, or its officers, employees, agents, or representatives, for which XXXXXX believes, in good faith, there may be coverage under an insurance policy required by this Agreement, and (ii) XXXXXX has tendered such claim to the insurer that issued such policy, and (iii) such insurer has not agreed, within ninety (90) days, to cover such claim, including defense and indemnity, without reservation, then Agency has the right to demand of Licensee, and to receive within thirty (30) days, a copy of such insurance policy. Notwithstanding anything to the contrary contained herein, in lieu of maintaining insurance set forth above, Licensee may self-insure for the requirements and in the amounts set forth above. In addition to other remedies XXXXXX may have if Licensee fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, XXXXXX may, at its sole option: Order Licensee to stop or cease work under this License Agreement until Licensee demonstrates compliance with the requirements hereof; or terminate this License Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies XXXXXX may have and is not the exclusive remedy for Licensee’s failure to maintain insurance or secure appropriate endorsements. 10. LIMITATION OF LIABILITY The Partie expressly agree that Licensee shall not be liable to XXXXXX for incidental, consequential, punitive, or exemplary damages, regardless of whether Licensee advised of, or otherwise should have been aware of, the possibility of such damages, regardless of the legal theory or basis for such claim. Notwithstanding the foregoing, the Parties acknowledge that any limitation of liability under this Section shall not  apply to, or diminish Licensee’s responsibly for, any bodily injury, death, personal injury, or damage to the property of a Person not a party to this License Agreement, including, without limitation, the injury to, death of, or personal injury to any Person, City employee, or Persons working for, or on behalf of, Licensee or Licensee’s contractors or subcontractors, if any. 11. NOTICES AND EMERGENCY NUMBE$ All notices which shall or may be given pursuant to this License Agreement shall be in writing and delivered personally or transmitted: (i) through the India mail, by registered or certified mail, postage prepaid; or (ii) by means of prepaid overnight delivery service as follows: City: City of XXXXXX Attention: City Clerk With Copy to: City of XXXXXX Any form of contact with these numbers shall not be used as notice required by this section or other parts of this Agreement unless expressly stated in this Agreement. 12. TERMINATION. 12.1 Except as expressly set forth in this Agreement, this License Agreement may be terminated by either Party upon thirty (30) days, prior written notice to the other Party upon a default of any material covenant or term hereof by the other Party, which default is not cured within thirty (30) days of receipt of written notice of Default [or, if such default is not curable within thirty (30) days, if the defaulting Party fails to commence such cure within thirty (30) days or fails to thereafter diligently prosecute such cure to completion], provided that the grace period for any monetary default is ten (10) days from receipt of notice. 12.2 Licensee may terminate this License Agreement or any Supplement without cause with ninety (90) days prior written notice to XXXXXX. Any Base License Fee and Adjusted Base License Fees previously paid by Licensee to XXXXXX are nonrefundable. Licensee shall pay XXXXXX any outstanding Base License Fee or Adjusted Base License Fees without proration, including any amounts due during the ninety (90) notice period. 13. INTERRUPTIONS OF SERVICE. At its sole cost and expense, Licensee agrees to install a clearly marked and accessible Licensor Antenna power “cut-off” switch to be located on the Light Pole. The Licensee shall also install at its sole cost and expense a signal switch which is capable of remotely de-energize the Antennas in the manner required by this Section 13 (“Signal Switch”). 13.1. Maintenance. If maintenance of City Facilities or Light Poles requires Licensor’s employees or agents to come within the stand-off distance identified in the final RFES Study, Licensor shall notify in advance of this maintenance and request that Licensee temporarily shut off power to the Antennas in accordance with the Signal De-Energize Process (as defined herein). Licensee shall comply with this request; however, Licensor will attempt to conduct its activities according to Licensee’s preferred schedule unless that schedule would unreasonably delay maintenance or increase costs. Upon completion of the maintenance, Licensor shall notify Licensee, and Licensee may then activate the power to its facility. Licensor shall not be liable to Licensee or any other party for any interruption in Licensee’s service or interference with the operation of Licensee Facilities. In the event that the Antennas must be deenergized to ensure the safety of Licensor’s employees or agents, the following protocol must be followed (“Signal De-Energize Process”): 13.1.1. Licensor shall contact Licensee at [INSERT] to request the Signal Switch to de-energize the Antennas. 13.1.2. Licensee shall thereafter de-energize the Antennas by switching off the Signal Switch. Licensee shall respond within ten (10) minutes after Licensor contacts Licensee at the telephone number set forth in Subsection 13.1.1. If Licensee is unable to respond within ten (10) minutes, Licensor may de-energize the Antenna and notify Licensee thereafter. In such instances, Licensor will reenergize the Antenna as soon as possible after Licensor has completed its work. Licensor may terminate Licensee's use of a Light Pole and such other Light Poles contained in the same Supplement with five (5) business days written notice to Licensee, when Licensee fails to cooperate with Licensor to deenergize the Antennas of a Light Pole as required by this section on three (3) separate occasions within a calendar year. 13.1.3. After the Licensor confirms with Licensee at the telephone number set forth in Subsection 13.1.1 that the Antennas have been de-energized by the Signal Switch, Licensor shall also switch-off the local cut-off switch to the Antennas. Licensor shall not do the foregoing until it confirms with the Licensee at the telephone number set forth in Subsection 13.1.1 that the Antennas have been de-energized. 13.1.4. After Licensor performs the maintenance or other work in the vicinity of the Antennas, Licensor shall switch-on the local cut-off switch to the Antennas. Thereafter, Licensor shall contact Licensee at the telephone number set forth in Subsection 13.1.1 to notify it that the Antennas may be energized. Except in an Emergency Situation, Licensor will try as much as possible to perform the maintenance or other work in the vicinity Antennas within thirty (30) minutes after Licensor has confirmed that the Antennas have been de-energized. 13.2. Emergency Situations. Licensee understands that Licensee Facilities are located on public property and Emergency Situations may develop from time-totime that requires power to the Antennas to be immediately shut off. Licensee agrees that if an Emergency Situation occurs, Licensor shall have the right to immediately shut off power to the Antennas. If reasonably possible, Licensor shall immediately notify Licensee. Notwithstanding the foregoing, Licensor will not immediately shut off power to the Antennas and follow the Signal DeEnergize Process provided the Public Utilities General Manager or designee determines in his sole discretion that (a) the Emergency Situation does not require an immediate shut off of power to the Antennas; and (b) Licensee’s employee or agent will perform the shut off of power within a timeframe which will not exacerbate the Emergency Situation. Licensee agrees not to hold Licensor responsible or liable for and shall protect, defend, and indemnify and hold Licensor harmless for any damage, loss, claim, or liability of any nature suffered as a result of the loss of the use of Licensee Facilities or other communication facilities. The Base License Fee or Adjusted Base License Fee, prorated to a 365-Day year, shall be abated for any day, or part thereof, in which power to the Antennas are shut off pursuant to this Subsection 13.2. If, on account of the shut off, Licensor interrupts Licensee’s use of the Licensee Facilities for a period greater than ten (10) consecutive days, Licensee shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Licensor. 14. INTERFERENCE Licensee, at its own sole cost and expense, shall operate, maintain, repair, and utilize Licensee Facilities in a manner which does not cause radio frequency interference with (i) Licensor’s use of the Light Poles and the Public Right-of-Way, (ii) the communications of other government entities, or (iii) any other telecommunication licensee or lessee on the Light Pole. 14.1 Interference with City Facilities. If Licensor determines Licensee Facilities causes radio frequency interference with either (i) Licensor’s use of Light Pole or City's use of the Public Right-of-Way, or (ii) the communications of other entities, Licensee shall cease such interference or remedy the same within three (3) Business Days of receiving written notice from the Licensor. If Licensee is unable to remedy or terminate (including the shutting off of equipment) the interference to a level acceptable to Licensor or the FCC, either Party may terminate this Agreement with respect to Licensee's use of an affected Light Pole and such other Light Poles contained in the same Supplement at their sole discretion upon five (5) Days prior written notice to the other Party. 14.2. Interference with other Licensees. Licensee agrees that its operation of its facilities shall not cause any direct or indirect radio frequency inference with any other telecommunication licensees or lessees on the Light Pole or Public Right of-Way. Any such interference shall be resolved by Licensee and the affected licensee in accordance with applicable Law, including, but not limited to, applicable FCC regulations. 15. MISCELLANEOUS PROVISIONS. 15.1 Licensee shall not assign, sell, or transfer its interest under this License Agreement without the express prior written approval and consent of the City, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment, sale, or transfer in violation of this Section shall be void. The transfer of the rights and obligations of Licensee to a parent, subsidiary, or other affiliate of Licensee, or to any successor-in-interest or entity acquiring thirty-five percent (35%) or more of Licensee’s stock or assets, shall not be deemed an assignment. Licensee shall give to the City written notice of any such transfer within thirty (30) days thereafter. If any proposed transferee will have a financial strength or creditworthiness after the proposed transfer of at least equal to that of Licensee prior to the transfer, it shall not be deemed reasonable for the City to withhold its consent to the proposed transfer unless the proposed transferee has a record of non- performance under similar agreements which is unacceptable to the City under a reasonable standard of evaluation. 15.2 Licensee represents that it has the license to operate in the radio spectrum for which a license from the FCC is required for each such Licensee Facilities referenced in any Supplement. Licensee understands that this License Agreement does not provide Licensee with exclusive use of any City-owned Light Pole or property and that City shall have the absolute right to permit other third party attachments to the City-owned Light Poles. 15.3 This License Agreement contains the entire understanding between the Parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the Parties relating to the subject matter of this License Agreement, which are not fully expressed herein. 15.4 This License Agreement may not be amended except pursuant to a written instrument signed by both Parties. 15.5 If any one or more of the Provisions of this License Agreement shall be held by court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such Provision(s) shall be deemed severable from the remaining Provisions of this License Agreement and shall in no way affect the validity of the remaining portions of this License Agreement. 15.6 Licensee shall be available to the staff employees of any City department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or complaints resulting from the attachment, installation, operation, maintenance, or removal of the Licensee Facilities or any portion thereof. The City may contact Licensee by telephone at [INSERT] . 15.7 This License Agreement shall be governed and construed by and in accordance with the Laws of the State of  and the City Charter, XXXXXX Municipal Code, and Electric Rates, Rules and Regulations of the City of XXXXXX as amended from time-to-time, excluding any choice of law provisions or conflict of law principals which would require reference to the laws of any other jurisdictions, but may be subject to superseding federal Law. In the event that suit is brought by a Party , the Parties agree that trial of such action shall be vested exclusively in the State Court of , County of Orange, or in the India District Court, Central District of , in the County of Orange regardless of choice of law or forum non convenience. 15.8 Nothing in this License Agreement shall be deemed or otherwise construed as granting any rights, benefits or interests to any individual, entity or body who / that is not a party to this Agreement. 15.9 All exhibits referred to in this License Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to in any duly executed  amendment, if any, to this License Agreement are by such reference incorporated in this License Agreement and shall be deemed a part of this License Agreement as though more fully set forth herein. All requirements or Provisions contained in any of the exhibits are material terms and conditions of this License Agreement and enforceable as such. 15.10 This License Agreement is binding upon the successors and assigns of the parties hereto subject to the requirements of Section 15.1, infra. 15.11 Licensee acknowledges that the City may develop rules, regulations, and specifications for the attachment, installation, maintenance, and removal of the Licensee Facilities on the City-owned facilities, including Light Poles, and such rules, regulations, and specifications, and when finalized, shall govern Licensee’s activities hereunder as if they were in effect at the time this License Agreement was executed by the City. 15.12 Each individual executing this License Agreement on behalf of a Party hereto warrants that: (i) such Party is duly organized and existing, (ii) the signer is duly authorized to execute and deliver this License Agreement on behalf of said Party, (iii) by so executing this License Agreement, such Party is formally bound to the Provisions of this License Agreement, (iv) the Party’s entry into this License Agreement does not violate any Provision of any other agreement to which said Party is bound, and (v) there is no litigation or legal proceeding that would prevent said Party from entering into this License Agreement.  15.13 Captions. The captions of the various Sections in this License Agreement are for convenience only, and are not intended to be any part of the body of this License Agreement, nor are they intended to be referred to in construing the Provisions of this License Agreement. 15.14 Counterparts. This License Agreement may be executed in one or more counterparts, and all the counterparts shall constitute but one and the same agreement, notwithstanding that all parties hereto are not signatories to the same or original counterpart. 15.15 Advice of Counsel; Interpretation. Each Party acknowledges that it has had the benefit of advice of competent legal counsel with respect to its decision to enter this License Agreement. The Provisions of this License Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both parties. 15.16 No Waiver. The failure of any Party to enforce against the other a Provision of this License Agreement shall not constitute a waiver of that Party’s right to enforce such Provision at a later time.  15.17 Exhibits. The attached exhibits are made a part hereof: Exhibit A: Form of Supplement with Attachment A: Notice to Proceed, Rightof-Way Construction Permit, Schedules of Performance, and Site Plan; and Radio Frequency Emission Exposure Study for each Site Plan; and  Exhibit B: Licensee Fee Schedule Except for Exhibit B, the information contained in any such exhibits or any Supplement may be added to, changed, or amended from time to time on the same terms and conditions as reflected in the License Agreement subject to the mutual agreement in writing by Licensee’s designated representative and, in the case of the City, the Public Utilities General Manager. Such mutual written agreement by each of the Party’s designated representative shall be deemed an addition change, or an amendment of this License Agreement not requiring further amendment to the entire License Agreement. In the event of a conflict between the terms of this Agreement, a Supplement and the Exhibits, the terms of this Agreement shall govern.  15.18 Abandonment. Should Licensee fail at any time for a continuous period of six (6) months to use the Licensee Facilities or the City-owned Light Pole where the Licensee Facility is or is to be located or any part thereof for the purposes contemplated by this License Agreement, then XXXXXX may terminate this License Agreement, upon sixty (60) days prior written notice to Licensee, to the extent of the portion so abandoned or discontinued. In addition to any other rights or remedies, XXXXXX shall immediately be entitled to exclusive possession and ownership of the portion so abandoned or discontinued, without the encumbrance of this License Agreement. Upon termination, Licensee shall remove the Licensee Facilities and restore the City-owned Light Poles and Public Right-of-Way in accordance with the applicable standards, normal wear and tear excepted. If Licensee fails to remove its Licensee Facilities within thirty (30) days of termination of this Agreement or such time period mutually agreed to in writing by the Parties, the City may remove the facilities at its sole discretion and issue an invoice to the Licensee for this work which Licensee shall pay within thirty (30) days. The City shall not be obligated to extend the removal deadline if such extended deadline is not in the City's best interests. 15.19 Disputes. The Parties agree to make a diligent, good-faith attempt to resolve any claim, controversy or dispute arising out of this License Agreement (“Disputes”). Authorized representative shall be selected by each Party to resolve Disputes. If the Authorized Representatives of the parties are unable to resolve a Dispute arising within thirty (30) days after notice from one Party to the other, such Dispute will be submitted promptly to the senior executive officers of the parties, who will meet, in person or by telephone, not later than ten (10) days after the date such Dispute was submitted to them. In the event that the officers cannot resolve the dispute within ten (10) business days after the matter is submitted to them, the Parties may submit the Dispute to mediation. Each Party shall bear its own costs of mediation. If mediation does not result in settlement within forty-five (45) days after the matter is submitted to mediation, either Party may file legal action for a court determination of the Dispute. 15.20 Sucessor Laws. Whenever this Agreement specifically refers to any law, code section, regulation, tariff, government department or agency, the Parties hereby agree that the reference also refers to any successor to such law, tariff or, organization. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF , the Parties have caused this License Agreement to be executed by their duly authorized officers and representatives as of the Effective Date written at the beginning of this License Agreement. LICENSOR: LICENSEE:

Resignation Letter [Your Name] [1234 Street Address] [City, State, Zip] [Today’s Date] [Company Name] [1234 Street Address] [City, State, Zip] Dear [Supervisor’s Name], I would like to inform you of my intention to resign from [Position Name] at [Company Name], effective two weeks from today, [Current Date]. I appreciate the opportunities you gave me during my tenure at [Company Name]. Please let me know what assistance you'll require from me during the transfer period. Thank you, [ Your Signature ] [Your Name] Download Word Document In English. (Rs.15/-)

NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE AGREEMENT This Non-Transferable and Non-Exclusive License Agreement (the “Agreement”) is effective between _________________, Inc. (the "Licensor") and _______ (the "Licensee"), both parties to the Purchase Order entered into between _________________, Inc. and _________________on the date noted therein (collectively, the "Parties"). This Agreement is effective as to the Parties upon Licensor providing Licensor product and/or services to Licensee, for use in accordance with this Agreement. Background: A. Licensor has acquired rights to, and is entitled to license to others including Licensee, intellectual property rights in certain trademarks, copyrights, logos, trade dress, proprietary web addresses, and proprietary software and operation models related to the _________________, Inc. business, products and services, and related user documentation. B. Licensee wishes to license the use of such intellectual property, and Licensor has agreed to license such use, pursuant to the terms of this Agreement. 1. GRANT OF LICENSE Licensor hereby grants to Licensee, for the internal use of Licensee only and in accordance with this Agreement, a personal, non-transferable and non-exclusive license to use and to modify certain materials noted in the Purchase Order entered into between Licensor and Licensee (the “Work”), in whole or in part, and to incorporate the Work, in whole or in part, into other works (the “Derivative Works”) for Licensee's internal use only and in accordance with this Agreement, at the location(s) noted under the Purchase Order entered into between Licensor and Licensee (the "Authorized Location(s)"). 2. RESTRICTIONS ON USE 2.1 For the purposes of this Agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, or any other judicial entity recognized by law. 2.2 Licensee shall (a) not assign this Agreement or transfer, lease, export or grant a sublicense of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (b) use the Work only at an Authorized Location(s); (c) take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of this Agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. In addition, Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly noted herein. 3. AUTHORIZED LOCATION(S) 3.1 Provided that Licensee is not in default of any term of this Agreement, Licensee may change the Authorized Location(s) from time to time, without the consent of the Licensor, by delivering thirty days prior written notice of the change of location to the Licensor together with written confirmation that Licensee will comply with the following conditions: 3.1.1 The proposed Authorized Location shall be within the same municipality or metropolitan area as the current Authorized Location; and  3.1.2. Use of the Work at the current Authorized Location shall cease by the time of commencement of the use of the Work at the proposed Authorized Location. 3.2 If Licensee fails to comply with the provisions noted herein, unless otherwise provided under the Purchase Order entered into between Licensor and Licensee, Licensee may change an Authorized Location only with the prior written consent of Licensor, which shall not be unreasonably withheld. 4. FEES 4.1 Licensee shall pay those license fees as set out in the Purchase Order entered into between Licensor and Licensee for the use of the Work at each Authorized Location, (the "License Fees") and all delivery and production costs as required for document preparation and initiation of this Agreement by Licensor and Licensee. 4.2 The License Fee, and all other fees payable hereunder to Licensor, are exclusive of all sales, use or other taxes, customs, duties and similar levies if any, payable in or to any jurisdiction or authority whatsoever. All such taxes, customs, duties and levies shall be the responsibility of Licensee (other than taxes on the net income of Licensor). 4.3 With the prior written consent of the Licensee, those additional services rendered by Licensor which are reasonably contemplated hereunder as being provided at an additional charge and the charge for which is not otherwise set out herein may be charged to the Licensee at Licensor's standard rates then in effect. 5. INTELLECTUAL PROPERTY INDEMNITY 5.1 Licensor is the owner of all intellectual property rights in the Work (and any Improvements or Modifications thereto) including all related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual property in the Work is transferred to Licensee by this Agreement. Licensor represents and warrants that it has the right to grant the license hereby granted to use the Work and that there are not, nor will there be, any lien, encumbrance, security interest or other rights against the Work. 5.2 Licensor agrees to indemnify Licensee and hold it harmless from any and all damages (including punitive damages), losses or expenses (including without limitation, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims and reasonable legal fees and expenses of investigation) (hereinafter collectively referred to as the "Losses") which Licensee or any of its respective officers or directors, may incur, suffer or become liable for as a result of or in connection with any claim asserted against Licensee to the extent such claim is based upon a contention that the Work, or any portion thereof, in the form accepted by Licensee and used within the scope of this Agreement infringes any intellectual property rights of any third party, provided that Licensee has notified Licensor in writing of such claim within thirty days of a responsible officer or director of Licensee becoming aware of such claim. If the Work or any portion thereof is held to constitute an infringement of another Person's rights, and use thereof is enjoined, Licensee shall, at its election and expense: 5.2.1 procure the right to use the infringing element of the Work; or 5.2.2 procure the right to an element which performs the same function without any material loss of functionality; or 5.2.3 replace or modify the element of the Work so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality.  5.3 Licensee shall make every reasonable effort to correct the situation with minimal effect upon the operations of Licensee. 5.4 Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on use of other than a current, unaltered release of the software available from Licensor if such infringement would have been avoided by the use of a current, unaltered release of the software (provided that such current, unaltered release performed substantially in conformance with the Licensee's specifications and was provided, at no additional cost by Licensor, to those subscribing for maintenance services for the software). The foregoing states the entire obligations of Licensor with respect to infringement of proprietary or intellectual property rights of third parties. 6. CONFIDENTIALITY 6.1 For the purposes of this Agreement, "Confidential Information" means all data and information relating to the business and management of either party, including proprietary and trade secrets, technology and accounting records to which access is obtained hereunder by the other party, provided, however, that Confidential Information shall not include any data or information which: 6.1.1 is or becomes publicly available through no fault of the other party; 6.1.2 is already in the rightful possession of the other party prior to its receipt from the other party; 6.1.3 is independently developed by the other party; 6.1.4 is rightfully obtained by the other party from a third party; 6.1.5 is disclosed with the written consent of the party whose information it is; or 6.1.6 is disclosed pursuant to court order or other legal compulsion. 6.2 Licensor and Licensee shall each use reasonable efforts that are no less than the efforts used to protect its own Confidential Information to protect from disclosure such Confidential Information of the other. Licensor and Licensee shall divulge such Confidential Information only to its employees or agents who require access to it for the purposes of this Agreement or as otherwise provided in this Agreement. Licensor and Licensee, individually, (the "Indemnifying Party") agree to indemnify the other (the "Indemnified Party") for all Losses incurred by the Indemnified Party as a result of a failure of the Indemnifying Party to comply with its obligations under this Section provided that the Indemnified Party has given prompt notice of any such claim and, to the extent that a claim may lie against a third party for the unauthorized disclosure of such Confidential Information, the right to control and direct the investigation, preparation, action and settlement of each such claim, and further provided that the Indemnified Party reasonably cooperates with the Indemnifying Party in connection with the foregoing and provides the Indemnifying Party with all information in Indemnified Party's possession related to such claim and such further assistance as reasonably requested by Indemnifying Party. 6.3 This Section 6 shall survive the termination of this Agreement. Licensee acknowledges and agrees with Licensor that the breach by Licensee of any of the provisions of this Section 6 would cause serious and irreparable harm to Licensor which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee hereby consents to an injunction being issued against Licensee restraining Licensee from any further breach of such provision, but such action shall not be construed so as to be in derogation of any other remedy which Licensor may have in the event of such a breach. 7. LIMITATION OF LIABILITY 7.1 The limitation of liability provisions of this Agreement reflect an informed voluntary allocation of the risks (known and unknown) that may exist in connection with the provision of the goods and services by Licensor including the performance of the Work provided hereunder, and that such voluntary risk allocation represents a material part of the Agreement reached between Licensor and Licensee. Should Licensor be in breach of any obligation under this Agreement, Licensee agrees that Licensee's remedies will be limited to those set forth in this Agreement. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than two months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, Licensee. 7.2 Direct Damages Only Subject to the restrictions in this Section 7 and Section 5 (Intellectual Property Indemnity) and Section 6 (Confidential Information Indemnity), and subject to Licensee's election, to rescind or be discharged from this Agreement, in the event of any breach by Licensor of its obligations under this Agreement, including any breach of a fundamental term, Licensee's exclusive remedy shall be to receive from Licensor payment for actual and direct damages to a maximum amount equal to the amounts paid hereunder by Licensee to Licensor in the last six months; less the amount of any damages already paid or to which Licensee is or may be entitled by reason of any claim arising out of a breach (including fundamental breach) by Licensor of this Agreement, or otherwise, whether based in contract, tort (including negligence), or otherwise. 7.3 No Indirect Damages, etc. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM FOR: (A) PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF LICENSEE FACILITIES; (C) INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES; OR (D) CONTRIBUTION OR INDEMNITY IN RESPECT OF ANY CLAIMS AGAINST LICENSEE. 7.4 Warranties. Other than as expressly provided herein, each of the Work and the services provided hereunder, is provided "as is" without warranty, representation or condition of any kind, expressed or implied, including but not limited to the implied warranties or conditions of merchantable quality and fitness for a particular purpose and those arising by statute or otherwise or from a course of dealing or usage of trade. 8. TERMINATION This Agreement shall continue to bind Licensor and Licensee in perpetuity. Notwithstanding the foregoing, Licensor may terminate this Agreement if Licensee is in breach of any Section of this Agreement. Licensor shall not be responsible for any updates, patches and/or fixes to Work, unless Licensee agrees to purchase a maintenance subscription from Licensor. All such terms of such maintenance subscription shall be agreed upon separately between Licensor and Licensee outside anything noted in this Agreement. 9. SURVIVAL The provisions of Sections 5, 6, 7, 9, and 11 herein shall survive the termination of this Agreement.  10. FORCE MAJEURE Dates and times by which Licensor is required to render performance under this Agreement shall be automatically postponed to the extent and for the period that Licensor is prevented from meeting them by reason of any cause beyond its reasonable control, provided Licensor notifies Licensee of the commencement and nature of such cause and uses its reasonable efforts to render performance in a timely manner. 11. ASSIGNMENT Licensor may assign this Agreement, or any of its rights or obligations hereunder, in whole or in part, subject to providing prior written notice to Licensee. Licensee may assign this Agreement, or any of its rights or obligations hereunder, in whole or in part, with the prior written consent of Licensor. This Agreement shall endure to the benefit of and be binding upon each of Licensee and Licensor and their respective successors and permitted assigns. 12. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Maharashtra and Indian law applicable therein, and shall be treated, in all respects, as a contract. Licensee and Licensor submit to the jurisdiction of the courts of the State of Wisconsin and/or federal district courts therein. 13. MISCELLANEOUS This Agreement, and any documents referred to herein, is the entire Agreement between Licensee and Licensor pertaining to Licensee's right to use the Work and the provision of the services, and supersedes all prior or collateral oral or written representations or Agreements related thereto. In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative, but the remaining provisions shall continue in full force and effect. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Unless otherwise expressly provided, any notice or other communication required or permitted to be given hereunder or for the purposes hereof to Licensee or Licensor shall be in writing and shall be sufficiently given if delivered personally to such party, or if sent by prepaid registered mail or if transmitted by fax to such party at the address Download Word Document In English. (Rs.60/-)

CONSULTING AGREEMENT Consulting Agreement between [INSERT NAME OF CLIENT] , [INSERT COMPANY DETAIL] , and [INSERT NAME OF CONSULTANT] , [INSERT COMPANY DETAIL] .  It is hereby stated that [INSERT NAME OF CONSULTANT]  agrees to perform the consulting services which set forth in [INSERT DETAIL]  that is attached hereto. The said consulting services shall be executed during the [INSERT DETAIL] . These are scheduled at the time and locations stated in this Agreement.  For excellent performance of services rendered, [INSERT NAME OF CONSULTANT]  shall be paid in conformity with [SPECIFIC AGREEMENT SECTION] . Such rectification shall be compensated by [INSERT NAME OF CLIENT]  within [INSERT NUMBER OF DAYS]  of receipt of [INSERT NAME OF CONSULTANT] ’s statement of consulting services and respective price. This will be in the following format:  Consulting Service Cost per Service [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [INSERT TYPE OF CONSULTING SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] [SPECIFY COST PER SERVICE] Under this Consulting Agreement, [INSERT NAME OF CONSULTANT]  must take over as an independent contractor. [INSERT NAME OF CONSULTANT]  agrees that he (or she) will not disclose any essential information without the full consent of [INSERT NAME OF CLIENT] , and any information obtained from [INSERT NAME OF CLIENT] ’s connection with the performance of this Consulting Agreement, unless: [DESCRIBE CERTAIN INFORMATION] [DESCRIBE CERTAIN INFORMATION] [DESCRIBE CERTAIN INFORMATION] [DESCRIBE CERTAIN INFORMATION] [DESCRIBE CERTAIN INFORMATION] [DESCRIBE CERTAIN INFORMATION] Unless otherwise agreed by [INSERT NAME OF CLIENT] , [INSERT NAME OF CONSULTANT]  must personally execute the consulting services stated herein. Both parties shall not assign any detail of this Consulting Agreement. This will remain in force for the given period set in [SPECIFY AGREEMENT SECTION] . Both parties have the full right to terminate this agreement at any given period of time, providing a written notice of termination to the other party.  [INSERT NAME OF CONSULTANT]  justifies that he (or she) shall carry out the assigned consulting tasks. These tasks are submitted through this Agreement in conformity with professional standards. On the contrary, [INSERT NAME OF CONSULTANT]  shall not be held responsible for any damages. This includes [INSERT DETAIL] , [INSERT DETAIL] , [INSERT DETAIL] , and [INSERT DETAIL] .  When it comes to auditing documents, safety handbooks, action plans, and other important documents, that is provided by [INSERT NAME OF CLIENT]  and shall be performed while under this Agreement. This shall be informed with [INSERT NAME OF CLIENT]  and shall remain the sole copyright ownership by [INSERT NAME OF CLIENT] .  As per [INSERT NAME OF CLIENT] ’s request, conduction of [INSERT DETAIL]  and [INSERT DETAIL]  of [INSERT NAME OF COMPANY] ’s divisional operations are the following: [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] [ADD COMPLETE OPERATION DETAIL] , [INSERT RATIONALE] This Consulting Agreement is in effect for the period [INSERT COMPLETE DATE]  through [INSERT COMPLETE DATE] . [INSERT NAME OF CONSULTANT]  shall carry out every task given the amount of time required for completion. The set of assigned scope shall be performed in such locations ideal to the work. Certain consultant fee rates are the following:  Task Assigned (SET A) Fee Rate (SET A) Additional Charge (SET A) [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] Task Assigned (SET B) Fee Rate (SET B)  Additional Charge (SET B) [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY WHAT TYPE OF TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [SPECIFY AMOUNT OF FEE RATE PER ASSIGNED TASK] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] [WRITE DOWN IF THERE IS ANY EXTRA OR ADDITIONAL CHARGE] As for compensation which set full work and rights granted by [INSERT NAME OF CONSULTANT] , [INSERT NAME OF CLIENT]  shall pay the said fee set forth in this Agreement. Henceforth, such fees shall also compensate [INSERT NAME OF CONSULTANT]  for all costs incurred. [INSERT NAME OF CONSULTANT]  must affirm invoices that contain itemized receipt to [INSERT NAME OF CLIENT] . This is in conformity with the [INSERT DETAIL]  and [INSERT DETAIL] . Supporting documentations should be required as stated in this Agreement. After the task has been performed, [INSERT NAME OF CLIENT] , must pay each task within [SPECIFY HOW MANY DAYS]  of receipt, otherwise stated on the terms and conditions of this Agreement.  Terms and Conditions The terms and conditions of this Consulting Agreement are stated as follows:  [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] [STATE TERMS AND CONDITIONS] SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. The provisions of this Consulting Agreement by their terms are hereby stated including those with utmost confidentiality. Furthermore, both parties have the right to terminate or continue this Consulting Agreement given there is written consent intended for the other party. This Agreement is signed by each of the parties hereto.  [INSERT NAME OF CLIENT] [INSERT JOB TITLE] [INSERT DATE] [INSERT NAME OF CONSULTANT] [INSERT JOB TITLE] [INSERT DATE] Download Word Document In English. (Rs.60/-)

CONFIDENTIAL AGREEMENT (EMPLOYMENT) Download Word Document In English. (Rs.40/-) This Employment Confidentiality Agreement (the “Agreement”) is made effective on [INSERT MONTH DAY YEAR] (the “Effective Date”) by and between [INSERT NAME OF EMPLOYER](the “Employer”), a duly registered company following the laws of [INSERT NAME OF COUNTY/PROVINCE] of the State of [INSERT NAME OF STATE] with its main office at [INSERT COMPLETE EMPLOYER ADDRESS], and [INSERT NAME OF EMPLOYEE](the “Employee”), a [INSERT DETAILS] individual residing in [INSERT COMPLETE EMPLOYEE ADDRESS]. Whereas, Employer is considering to hire Employee, who has diligently applied for [INSERT JOB POSITION] (the “Job Title”), for such Job Title that requires an individual to maintain confidentiality at work. Now, therefore, in consideration with the foregoing, Employee hereby adheres to the following terms and conditions: 1. Confidential Information The term “Confidential Information” under this Agreement shall mean any and all data, information, and/or material that is owned by Employer relative to employment duties that Employee is obliged to perform in accordance with a separate Employment Agreement. Such data, information, and/or material may include, but without limitation, an Employer’s trade secrets, sales and/or profit figures, list of customers, business dealings and/or relationships with contractors, customers, and suppliers, opportunities for new or progressing business, documents, files, drawings, product specifications, hardware and software, disks, research, ideas, business processes and/or practices. 2. Protection of Confidential Information Employee hereby concedes and understands that the Confidential Information has been procured by Employer through its efforts, time, creativity, and expense and that such Confidential Information is a valuable asset of Employer to which such party holds such significant advantage. That said, the Confidential Information, as defined in this Agreement, shall be protected from any type of improper disclosure.  3. Agreement of Non-Disclosure a. As the undersigned, Employee hereby acknowledges that, with respect to his performance of his employment duties pursuant to a separate Employment Agreement, Employer may provide Employee access to any and all Confidential Information pertaining to the Employer and that he shall not have the authority, power and/or right to disclose any of such Confidential Information to any other person and/or entity unless otherwise stated by Employer to do so as a requirement to perform his duties to Employer or as a requirement of any applicable law;  b. Any other trade and/or generally known information that is provided in the public domain of Employer obtained by Employee completely independent of his duties and responsibilities under the separate Employment Agreement shall not be recognized as confidential under this Agreement 4. Return of Confidential Information a. While still employed by Employer or afterward, Employee shall not have the authority, power and/or right to remove or to copy any of the Confidential Information or to aid another person and/or entity in doing so, without any permission from Employer, other than what is necessary for the performance of Employee of his duties and responsibilities as an employee of Employer;  b. Following the termination of the separate Employment Agreement, or at any time Employer demands from Employee, Employee shall promptly return any and all Confidential Information in his hands to Employer relative to his duties and responsibilities to the latter party. 5. Right to Injunction In addition to the access to Confidential Information provided by Employer inclusive of his employment, Employee hereby concedes and commits to be in a position of trust and confidence with fellow employees, contractors, and customers of Employer. In the event that Employee threatens to or commits a breach of any term and/or condition under this Agreement, Employer shall bolster irreparable harm and/or damage with Employee being entitled to obtain an injunction in order to stop any occurrence of such breach or any threatened breach of this Agreement. 6. Limited License to Use Confidential Information a. Employee shall not have the right to obtain intellectual property rights on the Confidential Information of Employer except the limited right to use such set forth in the prior terms and conditions;  b. Employee further adheres to and acknowledges that the Confidential Information and any other relevant copyrights and intellectual property rights thereof, shall, at all times, be owned by Employer and as compared to Employee relative to his suggestions, comments, and/or ideas incorporated into the Confidential Information and/or related materials thereof, the ownership of Employer shall sustain during the term of this Agreement. 7. No Warranty a. Employee hereby agrees that the Confidential Information he has accessed to or is provided by Employer is on an “as is” basis;  b. Employer makes no warranties, either express or implied, relative to the Confidential Information defined in this Agreement and further disclaims, expressly, any and all implied warranties of merchantability and/or fitness for a specific reason or cause;  c. In no event shall Employer be liable for any direct, indirect, and/or consequential damages in relation to or as a result of the performance or usage of Employee of any portion of the Confidential Information;  d. Employer does not represent and/or warrant any product or business plans given access to Employee to be marketed or carried out as disclosed; e. Any and all actions executed by Employee as response to the disclosure of the Confidential Information defined in this Agreement shall be solely at the expense and risk of Employee. 8. General Provisions a. Reasonableness of Terms Employee, having signed this Agreement, hereby recognize and consent that all the restrictions procured in this Agreement are of reasonable purposes and are necessary to protect Employer and its Confidential Information. b. Survivability This Agreement shall survive the termination of the separate Employment Agreement between Employer and Employee, with or without reason and/or cause, and shall bind the aforementioned parties, particularly Employee, for a period of [INSERT NUMBER/PERIOD](if applicable). c. Entire Agreement This Agreement shall be construed as the complete and exclusive agreement between Employer and Employee with respect to the subject matter of this Agreement thereof. This Agreement shall supersede any other prior written and/or oral arrangements, understanding, and/or agreements between the aforementioned parties. The terms and conditions of this Agreement shall remain in full force and effect as of the Effective Date of this Agreement.  d. Successors and Assigns The rights and/or obligations of Employer and Employee under this Agreement shall not be assigned, conveyed, and/or transferred to any third party entity. This Agreement shall be binding upon Employee and his personal representatives and successors in interest, and shall inure to the benefit of Employer, its heirs, successors, and assigns. e. Notices All notices and any form of communication between Employer and Employee shall be procured and/or provided in writing and shall be delivered to the receiving party either in person or by mail if and when Employee is designated away from Employer’s address. Any delivery of such notices and forms of communication between the aforementioned parties shall be done to the addresses indicated at the beginning of this Agreement or to any other specifications by either Employer or Employee designated in writing. f. Modification Any modification or change to any term and/or condition of this Agreement shall be considered valid only when provided in writing and duly signed by either Employer or Employee whom such modification or change is sought to be enforced. g. Waiver If, at any time, either Employer or Employee waives any term and/or condition under this Agreement, then such waiver shall be effective only for a specific circumstance and/or purpose to which such waiver was provided for. Any delay and/or failure, of either of the aforementioned parties, to exercise any of its rights or remedies under this Agreement, such party shall retain the right to enforce such term and/or condition at a later time. h. Severability In the event that any court of competent jurisdiction figures that any term and/or condition under this Agreement is deemed unenforceable or invalid, the invalidity of such term and/or condition shall not affect any of the remaining valid terms and conditions of this Agreement and such invalid term and/or condition shall be modified, amended, or limited only to the extent that is necessary to make it valid and enforceable.  i.. Settlement of Disputes, Governing Law & Arbitration Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. k. Additional Instruments Any additional documents and materials attached hereto in this Agreement shall be indicated and/or marked as “confidential” before being given to a third party entity. Note all the attached additional instruments by listing the names and the dates at which such instruments have been attached to this Agreement. Signed on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR]. EMPLOYER Authorized Signature Employee Name in Print EMPLOYEE Authorized Signature Employee Name in Print

Multi User License Agreement I. Subscription ____, hereby agrees to provide, and you ("End User") hereby agree to subscribe, pursuant to the terms of this Agreement, to use online databases, content, information, and library services ("Services") solely as provided for herein. These Services shall be licensed to the End User by ____upon your acceptance of the terms contained herein and in consideration for the payment of applicable fees set forth at and in accordance with the terms and conditions set forth in this Agreement. End User understands that ____is providing these Services to End User and other customers, and such Services are non-exclusive, non-transferable, and only for personal and lawful use during the term of this Agreement. In the event End User is a corporation or other entity, then personal use shall mean an individual use by an employee of the corporation or other entity subscribing to the Services under this Agreement. II. Services Throughout the term of this Agreement, End User shall have access to the Services on the Web site for which it specifically subscribes. ____may, without advance notice or liability, add, discontinue, or revise any aspect of the Services, including without limitation such aspects as scope, time and availability of information. The Services may only be used for lawful purposes. Providing of content and use of any information obtained through the Services is at End User’s own risk and ____specifically disclaims any liability, warranty or responsibility for the accuracy, correctness, timeliness or quality of the information and content provided or obtained through such use of the Services and for End User’s reliance upon the Services. Transmission of any materials in violation of any U.S. or state regulation is expressly prohibited, including, but not limited to, materials protected by copyright, patent, trademark, database or trade secret laws. End User agrees to indemnify, defend and hold harmless ____from any claims, costs, liabilities and attorneys’ fees arising from End User's use of the Services. RESALE OF SERVICES TO ANOTHER PARTY IS NOT PERMITTED. COPYING AND DISTRIBUTION OF INFORMATION PROVIDED BY THE SERVICES IS NOT PERMITTED. III.Fees End User shall pay ____for the Services by credit card, direct debit or other such method as the parties may agree, and End User authorizes ____automatically to charge End User by such method for each initial and renewable term of this Agreement. Fees for the Services shall be charged according to ____’s current prices and price schedules for such Services. Fees and payment schedules for the Services may be changed by ____upon thirty (30) days written (including email) notice to End User. IV. End User Requirements End User acknowledges that the information provided in connection with the Services contains copyrighted and other proprietary and confidential information and material, and will respect all such proprietary rights and take such reasonable precautions to protect such information and material from unauthorized use or disclosure. End User further agrees it shall not violate any laws, regulations or standards established by an entity of competent jurisdiction relating to the promotion or providing of the Services. In order to access the Services, End User must create a "Username" and "Password" and will be responsible for maintaining the confidentiality of the Username and Password and all activities and charges resulting from their use, including unauthorized use. V. Term and Termination This Agreement shall have a term of one (1) year, or, if the End User renews its subscription to the Service to which this Agreement relates, this Agreement shall have a longer term equal to the subscription renewal period. The Agreement shall immediately terminate at any time upon notice from ____if End User fails to comply with these terms and conditions. End User acknowledges and agrees that termination of this Agreement for any reason during the initial term will, at ____’s discretion, result in pro rata charges according to the number of months remaining in the initial term. Termination for any reason will not relieve End User from its obligation to pay ____all sums owed through the effective date of termination. Upon termination, all rights, licenses and privileges granted hereunder to End User shall automatically revert to ____, and ____shall deactivate End User’s access to the Services. VI. Intellectual Property These Web pages, and the content provided in connection with the Services, are copyrighted by their respective owners. End User agrees to respect the rights of these owners. Subscription to the Services grants permission ONLY to view the material on these Web pages and save the material ONLY for the End User's personal reading, but NOT to further copy, modify, use or distribute in any way or create any derivative works except as specifically authorized below. End User may not remove any copyright or trademark notices, such as the ©, ™ or ® symbols, from these Web pages or the content of the Services. Specific Exceptions: e-MAP (____’s Management of an Accounting Practice Handbook Online): End User may download, alter, print, save and reproduce for use in connection with End User’s professional practice e-MAP materials known as “Exhibits” that can be saved as word-processing or spreadsheet application files. Systematic downloading, alteration, copying, or distribution of the text of e-MAP in any medium is prohibited. VII. Limited Warranty ____MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE RELIABILITY OF THE SERVICES UNDER THE TERMS OF THIS AGREEMENT OR THE FITNESS OF SUCH SERVICES FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. IN NO EVENT WILL ____BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT. USE OF THE SERVICES ARE AT END USER'S SOLE RISK. THE SERVICES ARE PROVIDED “AS IS.” VIII. Indemnity End User shall defend and indemnify ____from all claims, suits, damages and costs (including attorneys' and experts' fees) arising out of End User's use of the Services or End User's breach of this Agreement. IX. Confidentiality Other than as may be required by any applicable law, government order or regulation, or by order or decree of any court of competent jurisdiction, the parties shall not publicly divulge or announce, or in any manner disclose to any third party, any confidential information revealed to the parties pursuant hereto, or any of the specific terms and conditions of this Agreement. X. Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the __________________, without reference to the principles of conflicts of laws. XI. Disputes The parties hereby consent to the exclusive jurisdiction of the Federal and State courts of the state and county of _________________ over any dispute under or pertaining to this Agreement and the parties hereby waive any objection to the propriety or convenience of venue in such courts. XII. Entire Agreement This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, between the parties with respect to the subject matter hereof. This Agreement may not be changed or modified except by an instrument in writing signed by all parties hereto. XIII. Assignment End User shall not transfer or assign this Agreement or any rights or obligations hereunder without the prior, written approval of ____, which may be withheld at the sole discretion of ____and any assignment in violation of this prohibition shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. XIV. Waiver The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of or consent to any subsequent breach. XV. Validity The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.IN WITNESS WHEREOF, You have caused this Agreement to be executed by completing the electronic acceptance below and agree to the terms and conditions stated above. Download Word Document In English. (Rs.50/-)

Conditional Sale Agreement       Date: ____________________________  Be it known that _____________________________________________ (Buyer) agrees to purchase from: _________________________________________ (Seller) the following described items:  (Describe or attach) __________________________________________________________________________________________________________________________________________________________ Sales price $ ______________  Sales tax $ ______________  Finance charge $ ______________  Insurance $ ______________  Other charges $ ______________  Total purchase price $ ______________  Less: Deposit $ ______________  Other credits $ ______________  Total credits $ ______________  Amount financed                                          $ ______________  ANNUAL INTEREST RATE  ______________% The amount financed shall be paid in________________ (weekly/monthly) installments of $_____________ each, beginning one (week/month) from the above date. The seller shall retain title to the items sold until full payment of the purchase price, subject to payment credits and release of this security interest as required by law. The undersigned agrees to safely keep the items free from other liens and encumbrances at the below address and to not remove goods without seller's consent. Buyer further agrees to execute all financing statements as may be required to perfect this conditional sales agreement, and the Buyer shall keep goods adequately insured, naming Seller loss-payee. The full balance of the purchase price shall become due upon any default; and the undersigned shall pay all reasonable attorney's fees and costs of collection. Upon default, Seller may reclaim the goods, hold and dispose of same, and collect expenses, together with any deficiency due from Buyer, subject to the Buyer's right to redeem said items pursuant to law and the Uniform Commercial Code.      THIS IS A CONDITIONAL SALE AGREEMENT. Accepted by: Seller Buyer Address                                                          Address        By By This Agreement or Financing Statements must be recorded as required by state law to protect your rights. Download Word Document In English. (Rs.20/-)

Procuring Properly by Fraud (Title) A.B., the above-named plaintiff states as follows:- On the .........day of........... 19....., the defendant, for the purpose of inducing the plaintiff to sell him certain goods, represented to the plaintiff that [he, the defendant, was solvent, and worth rupees over all his liabilities]. The plaintiff was thereby induced to sell [and deliver] to the defendant, [dry goods] of the value of ......... rupees. The said representation were false [or state the particular falsehoods] and were then known by the defendant to be so. The defendant has not paid for the goods.[Or, if the goods were not delivered.] The plaintiff in preparing and shipping the goods and procuring their restoration, expended ...........rupees. [As in paras.4 and 5 of Form No.1, and Relief claimed.] Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Download Word Document In English. (Rs.35/-) INTERVIEWS Scheduling interviews Interview guide The finalized Interview Guide that you develop will list the interview questions you will ask of each applicant you are considering.  You may use the Interview Guide format below as an aid in designing your guides. You may wish to make copies of your completed interview guide and use a separate copy for each applicant you interview. Interview notes and applicant scores can be recorded directly on the guide. Interview guide sample format Applicant Name: Date of Interview: Position Title: Interviewer: Criterion Title: Criterion Description: Interview Questions 1. 2. 3. 4. Interview Notes: _________________________________________________________ _________________________________________________________ _________________________________________________________ (Adjust the number of questions and/or add additional sections as necessary) Develop structured interviews It is a good idea to develop a list of interview questions while Job Requisition is being processed.  You will then be ready to begin interviewing as soon as applicants are referred to you. You will create a unique structured interview guide using a combination of the selection criteria and questions together with any revisions or additions you need to make.  The questions are designed as a guide but should be useful for most positions. Remember, you are looking for questions that reveal the applicant's skill, knowledge, and ability as they relate to the job duties. Pre-interviewing Checklist Review the job description and selection criteria. Use those as the basis for your Questions. Familiarize yourself with the duties and requirements of the job you are filling. Make sure you explore the duties and responsibilities of the previous job/s, their achievements, their qualifications, abilities, experience, education, and interests. Make sure you can answer general questions about the department. Any questions about benefits can be referred to as the UMD Department of Human Resources. Formulate questions that will focus on job-related aspects such as asking about situations that may have occurred in previous positions. Write down and organize the questions in the order you will be asking them. Review applicants' resume and application so that you can identify specific areas you wish to probe. Develop and write those questions. The advantages of predetermined interview questions are many, but some of the most important are: Ensure that you ask all the questions you need to ask of all the applicants. Increase your confidence in your interviews by eliminating the need to grope for questions and by discouraging common interviewing errors, such as talking too much, making premature decisions, and asking leading or closed-ended questions. Ask open-ended questions that focus on behavioral descriptions rather than simply "yes" or "no" questions (i.e., have them describe a work situation in which they handled stress well rather than just asking if they can "handle stress well"). Ensure that the interview remains appropriately focused. Improve the quality of your hiring decisions by focusing on the specific requirements of the job. Standardize the evaluation, and treat all applicants equally and fairly. Reduce training costs and turnover by selecting employees qualified for the specific needs of your position. Provide a basis for future vacancies in that classification. Provide a record of decision making and a basis for a defense against legal charges. Stay away from questions that deal with personal lifestyles than job experience phrase the question so that the answer will describe on-the-job qualities instead of personal qualities-if the question is not related to performance on the job, and it should not be asked. Sample Selection Criteria And Interview Questions Supervision/leadership Experience in setting and monitoring objectives Experience in hiring, firing, rewarding, disciplining, training,  and motivating subordinates Experience in managing human resources for maximum effectiveness Experience establishing and systematizing work priorities Sample Interview Questions Explain any training you have had in supervision or leadership. Describe the authority you have had to: hire, fire, reward, discipline, motivate, and train employees. How many subordinates have you supervised, and what types of work were involved? What was one of your most difficult supervisory experiences, and how did you handle it? Tell me about one of your most important accomplishments as a supervisor. Give me some examples of how you have succeeded in motivating your subordinates. Tell me how you deal with poor performers. How would you introduce unpopular change to your employees? Tell me about the most recent disciplinary problem you have handled. Describe the methods you have used for selecting competent subordinates. Explain how successful your subordinates have been. What procedures have you used to set objectives, schedules, or deadlines?  Problem-solving Able to identify and define problem-causing factors Able to collect and analyze pertinent information Able to develop and evaluate possible solutions Able to determine the impact of proposed solutions Able to implement problem-solving decisions and follow up on results Sample Interview Questions Explain a difficult work problem you have had to resolve and how you handled it. What is your approach to problem-solving? What steps do you follow? Of what value are techniques such as quality circles, brainstorming, and suggestion boxes? How do you convince others that your proposed solution is the best one? Do you consider yourself to be innovative in problem-solving? Why? How do you determine the problems that require immediate attention in this kind of work? Are you better at solving problems involving people or things? Would you rather seek the advice of others or resolve a problem yourself? Tell me of any preventive measures you might take to reduce the possibility of problems arising. (Give the applicant a hypothetical work problem, and ask how s/he would go about solving it.) Verbal communications Able to understand and follow oral and written instructions Able to express opinions or interests tactfully Able to respond clearly and directly Able to guide people and provide basic directions Sample Interview Questions Describe any formal training you have had related to verbal communications or public speaking. Explain your experience in making verbal presentations to groups or individuals. What are the attributes of good verbal communication? How do you approach communicating negative information? How do you communicate to others that you disagree with them? What are the attributes of a good listener? Is his/her grammar and vocabulary appropriate for the work? Are responses clear and direct? Is the applicant expressing his/her thoughts clearly and convincingly? Written communications Able to transcribe dictation, make appointments, and process mail Able to use correct grammar, punctuation, and spelling Able to express ideas, concerns, and issues effectively Able to compose original correspondence; edit documents Sample Interview Questions Explain any formal training you have had in writing. What types of business memos or letters have you written? What types of written materials do you have the most trouble with? How comfortable and efficient are you at putting your thoughts into written form? Explain your strengths/weaknesses in spelling, grammar, and punctuation. Describe any policies or procedures you have written. Describe any informational or public relations materials you have written. Explain your familiarity with the terminology used in this type of work. What are the best resources or written materials for this work? What experience do you have in report writing? Sample Interview Questions Describe your strengths and weaknesses in this job.  How has your previous experience prepared you for this position? Identify the value of knowledge gained in previous jobs.  Describe your last day of work before this interview.  Which of your previous jobs did you enjoy most? Why?  What kinds of references would you expect from previous employers? (Probe for specifics.)  Which of your previous jobs did you enjoy least? Explain the reasons.  What problems have you had with co-workers or supervisors? (Review reasons for leaving previous jobs.) Interviewing procedures Five steps that constitute a good interview: Personal introduction and welcoming the applicant to the University. Use the first few moments of the interview to get the discussion off the ground and to set the stage. Establish a good rapport by greeting warmly, perhaps offering the applicant a cup of coffee, etc. Obtain relevant interview information. Structure the interview so that you use a variety of questioning techniques, especially open-ended questions. Three categories need to be explored thoroughly: work experience, educational/training background, and personal factors directly related to the position. Start with the applicant's present or most recent job and work backward. This way, you will save yourself time if the candidate's work experience has been unsatisfactory or inappropriate for the position, and you wish to terminate the interview. After you have reviewed the applicant's work history and educational background, you will want more in-depth and comprehensive information about the applicant in such vital areas as what they believe to be their outstanding strengths, developmental needs, career goals, and objectives. Finally, giving to offer any information s/he regards as relevant that may not have been covered. Provide information about the company and the job. When you determine during the interview that the candidate is appropriate to your needs, move into this stage. Give the facts about the department and a factual and accurately explained description of the position. If the position entails overtime, night, or weekend work, or if a degree of travel is required, such essential facts should be given. Do not dwell only on positive aspects; being honest can avoid later turnover problems. At this point, the salary may be discussed. Some interviewers prefer delaying all discussion of salary until the final candidate has been selected. There are pros and cons on both sides of this issue, and you should decide how you will handle this question before starting the interview. Respond to the applicant's questions. Often a degree of giving and take ensues between the interviewer and the applicant in which additional areas are clarified. When both your questions and those of the candidate have been answered satisfactorily, it is time to bring the interview to an end. Conclude the interview. Close the interview in a reasonable period of time, and close on a positive note. Don't give the impression you will be making an offer, or promise something you cannot provide. Let the applicant know when you will make your hiring decision and how they will be notified of that decision. As soon as the interview is over, write down the facts and your impressions of the interview. Knowing as much as possible about a candidate is extremely important in the evaluation process. The capabilities, experience, background, and previous performance of each prospective employee are critical pieces of information to have to assure a proper fit between your needs and the individual under consideration. The Do's and Dont’s of interviewing An employment interview is conducted for several reasons; the main reason is to learn more about the applicants under consideration for a particular job. Your responsibilities as an interviewer are to: Verify answers that the prospective employee has given on the application form. Ask questions designed to find out if the applicant is an appropriate candidate for the job opening. Acquaint the applicant with the company and your department. Provide the applicant with the opportunity to ask questions about the job and company. More suggested questions Tell us about your (current/past) job. To whom do you report? How many people report to you (include titles)? What do you like most about your job?  Describe your two most important achievements in your job? How do you think members of your department would describe you as their director/manager/supervisor? What types of criticisms are leveled at you most often? How do you respond? How do you plan and organize your work? Describe a big project and how you planned and organized the work. What steps do you generally follow in making a decision? Describe the most difficult work situation you ever handled. Why did you decide to handle it that way? If you had to do it over again, what changes would you try and make? What skills and abilities do you have that you could bring to this job? Describe ways in which you've used teamwork to get a job/project done? Describe your approach to dealing with the media, the community, donors   Final interview reminders The interviewer should stay focused on the job and its requirements, not any preconceived assumptions about what the applicant can or cannot do. Remember: any oral statements that the interviewer makes during the interviewing process can lead to potential liability for the company. Remember that someone who interviews well may have had a lot of practice in many other job interviews as a result of a frequent job change. An uncomfortable interviewee may have experienced long-term employment situations and, as a result, fewer interviews. Sell the job and the company while keeping your pitch realistic. Unrealistic expectations will generally lead to employee dissatisfaction and higher turnover. Make sure you elicit questions or provide information which will help clear up any unanswered questions or doubts that are lingering in the applicant's mind. Verify educational credentials, if required for the position. End the interview on a friendly note and, if possible, apprise the candidate of the next step and the time frame for a decision. Complete the candidate evaluation while the interview is still fresh in your mind. Conduct reference checks consistently for all candidates (preferably using prior supervisors over personal references since they are less biased and more aware of the candidate's work performance). Make a fair and unbiased recommendation or decision on the job-related qualifications of the applicant.

REAL ESTATE SALESMAN INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT made and entered into this __________(1)_______________ day of _______(2)________, ___________(3)______________, by and between _______(4) __________, of ____________(5)________________, (hereinafter referred to as "Broker"), and _________(6)___________ of ________(7)___________, (hereinafter referred to as "Salesman"). The Parties recite that: A. Broker is duly registered and licensed with the State of _______(8)_________ as a real estate broker whose license expires __________(9)____________. B. Salesman is duly registered and licensed with the State of _______(10)________ as a real estate salesman whose license expires __________(11)___________. In consideration of the mutual covenants set forth below, the parties agree as follows: 1. STATEMENT OF EMPLOYMENT Effective as of the date of this Agreement, Broker employs Salesman as a real estate salesman. 2. DUTIES OF SALESMAN Salesman will carry on the customary activities of a real estate salesman, including, but not necessarily limited to, the showing of parcels of real estate on which Broker has listings, the sale of such property in accordance with the terms of the listings, the solicitation of new listings, and such other services pertaining to the real estate business as Broker may require of him. Salesman shall devote his entire time and attention to such duties and shall use his best efforts with regard to all of such duties. 3. COMMISSIONS ON SALES Broker shall pay to Salesman a commission equal to __________(12)___________ percent of the total commission received by Broker, on sales made by Salesman and completed during the effective period of this Agreement. Furthermore, during the effective period of this Agreement, Broker will advance to Salesman against commissions to be earned the sum of ______________(13)__________ DOLLARS ($_______________) per month, provided that Salesman may elect to draw commissions as earned. 4. DURATION OF AGREEMENT; TERMINATION The term of this Agreement shall be for (16) years, commencing on the date of this Agreement. Either party may terminate this Agreement by sixty (60) days' written notice to the other party. If, on termination of this Agreement, Broker has advanced to Salesman against commissions to be earned a sum of commissions actually earned by Salesman, Salesman will promptly refund the amount of the excess advances. 5. ACCESS TO LISTINGS AND OTHER INFORMATION Broker will give Salesman access to its confidential files pertaining to listings of property, prospects for the sale of such property, and other related matters. Broker shall also furnish Salesman personal contacts with persons interested in selling or buying such property, and shall generally aid Salesman in every way possible with respect to such sales and Salesman's duties hereunder.  6. LOYALTY TO BROKER'S INTEREST Salesman will not during the term of this Agreement be engaged in any other business activity, whether or not pursued for gain, profit, or other pecuniary advantage, provided, however, that Salesman may invest his assets in such form or manner as will not require his expenditure of any undue amount of time. 7. NONDISCLOSURE OF TRADE SECRETS Salesman recognizes and acknowledges that the information that will be furnished to him concerning Broker's customers, listings, holdings, investments, transactions, and other confidential matters constitutes a valuable, special, and unique asset and trade secret of Broker's business. Accordingly, Salesman will not, during or after the term of his employment hereunder, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. 8. WRITTEN CONTRACT AS CONSTITUTING ENTIRE AGREEMENT This Agreement constitutes the entire contract and agreement between parties, and there are no verbal understandings or other agreements of any nature with respect to the subject matter hereof except those contained in this Agreement. 9. BINDING EFFECT  This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties hereto. 10. GOVERNING LAW This Agreement shall be governed, interpreted and construed by, through and under the laws of the state of ________________(14)_______. 11. ATTORNEYS' FEES In the event of any legal or equitable action, including any appeals, which may arise hereunder between or among the parties hereto, the prevailing party shall be entitled to recover a reasonable attorneys' fee. Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members operating under the supervision of an attorney. 12. SEVERANCE The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof. 13. HEADINGS The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof. IN WITNESS WHEREOF, the parties have caused these presents to be duly executed on the date first above written. WITNESSES:  "BROKER" ___________(15)______________ ____________(16)______________ ___________(15)_____________ "SALESMAN" ___________(15)___________ ____________(17)_____________ ___________(15)___________ Download Word Document In English. (Rs.30/-)