Consultancy agreement for a business and a consultant

This agreement is made at Noida on 4 November 2026 between Orchid Retail Private Limited, of Plot 22, Sector 5, Noida, Uttar Pradesh 201301 (the Client), and Arjun Mehta, of 7 Civil Lines, Jaipur, Rajasthan 302006 (the Consultant).

The Consultant will provide these services to the Client: advise the Client on opening two retail stores in Jaipur, including site selection and staffing. The Consultant will hand over: a written store opening plan by 31 January 2027 (the Deliverables). A change to the services or the Deliverables, and any change to the fee for it, is agreed in writing, including by email, before the changed work starts.

This agreement runs from 10 November 2026 to 10 March 2027, unless it is ended earlier as set out below.

The Consultant decides how and when the work is done, uses the Consultant's own equipment and is responsible for the Consultant's own taxes, other than tax the Client deducts at source.

The Client will pay the Consultant ₹60,000 for each month of the engagement. The Consultant invoices at the end of each month. The Client will pay each invoice within 15 days of receiving it. Any GST on the services is payable in addition to the fee. Where the income-tax law requires the Client to deduct tax at source from a payment, the Client deducts it, pays it to the government and pays the Consultant the balance.

The Consultant assigns to the Client the whole of the copyright in the Deliverables and in all other work the Consultant makes for the services, including the rights to reproduce, publish, adapt, translate and communicate them to the public, each part as it comes into existence. The assignment is worldwide, lasts for the full term of copyright and covers print, electronic and online media and every other medium or mode of exploitation in commercial use on the date of this agreement. The consideration for the assignment is included in the fee. The assignment does not lapse if the Client does not exercise the rights within one year. Material the Consultant made before this agreement or for others stays the Consultant's; where it forms part of the Deliverables, the Consultant allows the Client to use it as part of them, worldwide and without time limit.

The Consultant will not show the Deliverables in a portfolio or elsewhere without the Client's written consent.

Confidential information means information one party gives the other for this agreement that is marked confidential or that a reasonable person would treat as confidential. It does not include information that is public without a breach of this agreement, that the receiving party already knew, or that it received from someone free to share it. Each party uses the other's confidential information only for this agreement, shares it only with its own people and advisers who need it and are bound to keep it confidential, and keeps it confidential during the engagement and for two years after it ends.

Nothing in this agreement stops the Consultant from carrying on any lawful profession, trade or business after this agreement ends. The Client's protection after that rests on the confidentiality and ownership clauses.

Either party may end this agreement by giving the other 15 days' written notice. The Client pays for the work done up to the date it ends. The Consultant then hands over the work done so far and returns the Client's documents and materials.

This agreement is governed by the laws of India. The courts at Noida have jurisdiction over any dispute arising out of it.

This agreement is the whole agreement between the parties on its subject. A change to it is valid only in writing signed by both parties. If a part of it is found unenforceable, the rest continues. Neither party may assign it without the other's written consent. Notices go to the addresses at the top of this agreement or to an email address a party names in writing. It is made in two copies, one for each party.

For the parties only. This sheet is not part of the agreement.

• Stamp the agreement before or at the time of signing, under the Stamp Act of the State where it is signed, at that State's rate (Indian Stamp Act, 1899, ss.3 and 17). An unstamped agreement is not admitted in evidence until the duty and a penalty are paid (s.35). This sheet states no rate; we check it for your State.
• A copyright assignment is valid only in writing signed by the person assigning it, and it has to name the work, the rights, the duration, the territory and the consideration (Copyright Act, 1957, s.19(1) to (3)). Without a stated duration it lasts five years, without a territory it covers India, and unused rights lapse after a year unless it says otherwise (s.19(4) to (6)). The ownership clause states all of these.
• An agreement that restrains anyone from a lawful profession, trade or business is void to that extent (Indian Contract Act, 1872, s.27). That is why any exclusivity ends with the engagement and the agreement has no non-compete after it.
• Both parties sign every page, and each keeps a signed copy.