A. Institute of Quality Certification Services (INDIA) (Herein after referred as IQCS-INDIA) provides quality system assessment and certification services to various customers in various regions.
B. The IQCS-INDIA desirers to engage the Contractor to provide quality system auditing services to the IQCS-INDIA’s customers on the contract basis, and the contractor desires to enter into such agreement, all subjects to the terms and conditions set for the below.
1. Engagement Term: The IQCS-INDIA hereby engages the contractor from time to
Time during the Terms of this agreement (defined below) to provide (a) quality system
Auditing services to the IQCS-INDIA’s customers. Terms of this agreements (the ‘Term”) shall begin on the date and the date contractors first provided services under the contract and shall expire when last of such contract has been successfully completed, subject to earlier termination for cause (as defined in section 7 (c) below)
2. Duties: The contractor shall perform the service diligently and to the highest standard, in the name of and on behalf of the IQCS-INDIA or the IQCS-INDIA’s customer, as the case may be. The contractor shall report to the Director of the IQCS-INDIA and its Representative and shall diligently follow their direction.
The contract shall strictly follow the rules and regulations devised by IQCS (I) for conducting the audit on site when deputed by IQCS(I).
The procedure shall be referred QP-9.1.9 Procedure for conducting on-site audit.
Any risk involved in the certification impartiality shall be bring to notice t othe Management of IQCS (I) to protect the interest of commitment & impartiality of the IQCS (I).
3. Compensation : Expenses: As compensation for the service, provided by the contractor/ Lead auditor/Auditor is paid for each man day shall be paid as mutually agreed between IQCS-INDIA and the contractor/ Lead Auditor/Auditor. This also included any incidental expenses incurred by the contractor/Lead Auditor/ Auditor, in performing such services for IQCS-INDIA.
4. Invoicing and Payment: from time to time during the terms of the agreement, but no more often than bi-weekly, the contractor shall deliver invoice to the IQCS-INDIA requesting payment for and outlining in details, services rendered to or on behalf of the IQCS-INDIA since the date of the last invoice. The IQCS-INDIA shall pay such invoices within 30 days of the date of the receipt. Upon termination this agreement, the contractor shall submit a final invoice covering the period through the date of termination.
5. Covenants of Contractor : during the term and for a 2-years period following termination of this agreement for cause or as a result of this registration of the contractor, the contractor shall not compete if the IQCS-INDIA for quality system certification, contract, whether in an individual capacity or as an agent, employee, partner or stockholder in any entity that competes with the IQCS-INDIA, nor shall the Contractor (a) solicit or induce any employee of the IQCS-INDIA or independent contractor engaged by the IQCS-INDIA to terminate such employment or engage or (b) call on or solicit any entity who was or has been customer of the IQCS-INDIA, Is a customer of the IQCS-INDIA, or is a prospective customer of the IQCS-INDIA, with whom the Contractor had contact while engaged by the IQCS-INDIA. Notwithstanding the foregoing, the contractor may seek employment with any customer to the IQCS-INDIA with whose the Contractor has had contact with while engaged by the IQCS-INDIA.
6. Conflict of Interest Statement:
The Contractor hereby represent that; (a) he has not , for two(2) years prior to the Scheduled registration audits, engaged in Consultancy activity towards the customer for which he is contracted to provide system certification auditing services under this agreements, or any customers related to such customers; (b) he will not advise or consult to such customer as a part of an audit(c) he is not any employee, agent , office, Director or shareholder of any of the customer(d) he is not aware any reason would not be impartial with respect to the certification audit activity performed for such customers , and (e) he is not a member of any organization that has provided consultancy to the customers in the past two(2) years. For the purpose of the representation in (a) and (b) above, the term Consultancy” means providing advice on matters to which certification audits activity related. The Contractor hereby undertake to advice the IQCS-INDIA immediately any facts or circumstances make the representation above untrue. Any violation of a such undertaking is a breach this agreements.
The preceding representation apply to ISO 9000 series.
In any case any incidents where the conflict of interst may came across such as the Auditor has given Traning to the employees of the Organisation and selected unknowingly by IQCS (I) management for audit and found at the time of Audit he should bring this situation to the management of IQCS (I) to protect the conflict of interest.
7. Termination: This agreement shall terminate prior to he expiration of the term upon the occurrence of the following events (A) 30 days return notice by the Contractor informing the IQCS-INDIA that he wishes to resign; (b) the death or disability of the Contractor; and (c) the following acts, which shall constitute “cause” (i) the failure of the Contractor to perform or observe (other than by reason o illness, injury or incapacity) any of the terms or provision of this agreement(ii) dishonesty over misconduct on the part of the contractor that is or is reasonably likely to be damaging or detrimental to the business of IQCS-INDIA, (iii) receiving or paying any bribe, kickback or other compensation to any customer of the IQCS-INDIA or any accreditation body. Prior to terminating the agreement on account of the Contractor's failure to perform or observe any of the terms and conditions of this agreement.(but not for any of the other enumerated “Causes”) The IQCS-INDIA shall give the Contractor 30 days written notice and an opportunity to cure such failures to the satisfaction of the IQCS-INDIA . upon any such termination, neither party shall have any further obligation to the other except that the contractor shall continue to be bound by the Covenants in section 5 if this agreement is terminated for the reasons set forth in (a) or (c) of this section 7.
8. Confidentiality: The Contractor as a condition precedent to theIQCS-India's obligation hereunder, shall execute the IQCS-INDIA's confidentiality form.
9. Taxes:The Contractor shall be solely responsible for paying taxes on such compensation or taxes may be deducted at source as per prevailing law of Income Tax applicable .
10. Relation o Parties:This agreement forms an independent contractor relationship between the party, and the Contractor shall not be constructed to be the agent or employee of the IQCS-INDIA for any purpose whatsoever.
11. No Assignment by Contractor: The obligation of the Contractor to provide the Services are personnel in nature and Control shall not assign or delegate duties hereunder to any other purpose.
12. Entire Agreement: This Agreement supersedes any and all other agreement either oral in writing, between the parties and contains all the agreements of the parties with respect to the subject matter hereof.
13. Notices: Any notices required to be give hereunder shall be sent via regular mail at the address set forth below the parties' signatures hereto, and shall be effective two days after deposit in the mails.
14. Governing Laws: This agreement shall be governed by and constructed in accordance with the Indian Laws & all proceedings will be subject to Mumbai jurisdiction.
This agreement is executed this _________ day of ____________ and is valid for three years from the date of execution.
(Auditor/Tech.Expert/Others: ) The Institute of Quality Certification Services