Draft Service Agreement

THIS SERVICES AGREEMENT (“Agreement”) entered on (“Effective Date”) between I Support Farming Private Limited, incorporated under the laws of India and having its registered office at #57A 59, Arumagam Ammal Flats, Pachai Amman Koil Street, Virugambakkam, Chennai – 600092

(hereinafter referred to as “ISF” which expression unless repugnant to the context or meaning thereof shall mean and include its affiliates, subsidiaries overseas, its successors-in-interest/office, representatives and assigns)


Mr/ Mrs <<Your Name>>(S) (D)(W)/O Mr./Mrs <<Your entry here>> residing at <<Your address>> hereinafter referred to as “Subscriber” which

expression unless repugnant to the context or meaning thereof shall mean and include their legal heirs, successors, nominees, affiliates, subsidiaries overseas, its successors-in-interest/office, representatives and assigns).

Both ISF and Subscriber are collectively referred to as ‘Parties’ and individually as ‘Party’.

Whereas, ISF is inter-alia engaged in the business of providing agriculture and farming related production and consultancy services that include but not limited to leasing agricultural land for performing farming related activities, cultivating crops, raising and rearing of livestock, poultry, aquaculture, buying and selling of agricultural produce, providing consultancy related to agriculture and related business (herein after referred as “Cropping”)



1. Definition and Interpretation:

Term: This Agreement will commence on the Effective Date above and will continue for a period of 12 months unless it is otherwise terminated by written notice to the other party as provided in clause 9 below (“Term”).

Farming Cost: The estimated expenses for raising a certain crop in an extent of land or the number of animals or the extent of land required to raise an animal / livestock including but not limited to lease amounts, rentals, wages, machinery cost etc.

Cropping Period: The time frame between the start of the cropping activity and the final harvest and sale of the produce

Units: A part of the estimated farming cost arrived by splitting the total estimated farming cost into individual manageable small amounts of equal value

Advance: The amount of money equivalent to the number of unit(s) that the subscriber wishes to perform cropping, which is collected from the subscriber by ISF before the commencement of cropping

2. Scope and conduct of the work:

ISF agrees to provide cropping hereunder during the Term of this Agreement in accordance with the guidelines laid out in this agreement. During this Agreement, the Parties may mutually agree that ISF will perform additional services as part of this Agreement. Such additional services, if any, will be indicated as separate agreements and executed in writing by both parties.

Subscriber will request for cropping services of ISF via a registration form, as prescribed from time to time by ISF to raise any crop / livestock / aquaculture.

The farming cost will be split into small manageable units.


Subscriber shall mention the number of units for which he/she would like to engage ISF to conduct cropping in the application form.

ISF shall collect the advance from the subscribers based on the number of units opted for, prior to the commencement of cropping.

ISF may merge similar and multiple units of various subscribers and will perform the cropping activities by the subscriber in a joint manner.

For the conduct of the cropping activities, ISF shall engage one or several suppliers to complete the activities and the use of any supplier or individual or an organization will be at the sole discretion of ISF.

ISF will provide complete details of the cropping activities including but not limited to the place of the cropping activity, personnel like name and number of farmers, laborers, machinery involved in the cropping activities, planned budget, actual expenses on real time basis, a weekly update on the progress of the crop.

On request of subscribers, ISF will organize for field visits and interaction with the farmers deployed in the cropping activities and the expenses for the meeting or visit shall be collected from the subscriber or the group of subscribers who are involved in the meeting or the visit.

ISF will review and monitor the farming cost on a regular basis.

In case, at any point in time of the cropping period, the projected farming cost exceeds the initial advance collected from the subscriber(s), a request for additional amount will be raised by ISF to the subscribers pursuant to the terms of this agreement and the same shall be added to the initial advance collected from the subscriber as per the criteria laid out in section 5 of this agreement.

Subscribers authorize ISF to conduct the cropping activities at its sole discretion and shall not interfere in any of the decisions related to cropping.

After the harvest, the produce after all deductions and all expenses shall become the property of the collective subscribers. The produce will be split by ISF based on the number of units the subscriber has opted for and the corresponding produce will be handed over to the subscriber at the place of cropping.

On request, via a prescribed form, the produce can be sold in a market or an agent as chosen by ISF as a part of its consultancy service and the amount so obtained shall be handed over to the subscriber.

There shall not be any additional charge for this service.

3. Personnel:

ISF shall assign and maintain experienced, qualified and trained individuals to work on any cropping chosen by the subscriber.

ISF shall assign on need basis personnel as may be required for cropping as proposed and as committed. Such personnel shall be re-deployed elsewhere by ISF on completion of the specific cropping, at its sole discretion.

There shall be no personnel liability on Subscriber on account of any personnel engaged by ISF in respect of any of the services to be provided under this agreement. Such personnel shall always be deemed to be the associates or employees of ISF.

4 Material, Costs & Pricing:

ISF shall charge a fixed price along with applicable taxes (hereinafter referred as “Fees”) towards the various types of cropping services provided.

All cost to carryout cropping like machinery rentals, materials, labor wages etc. will be borne by the subscriber and will be spent by ISF utilizing the advance so received from the subscriber.

5 Payment Terms:

All payments by Subscriber including Fees, estimated Cost shall be made in advance, before the commencement of cropping by the subscriber. In a stage where the actual expenses reaches a threshold of 90% of the advance paid by the subscriber, a revised estimate will be provided by ISF to the subscriber and the same shall be paid by the subscriber within 7 days from the intimation.

On completion of the cropping period, the produce shall be surrendered to the subscriber after deducting all the lease agreements and outstanding payments to the suppliers involved in those specific cropping activities as required by the subscriber.

6 Warranties:


ISF represents to Subscriber that it (i) will perform the Services pursuant to the terms of this Agreement; (ii) it has all rights necessary to provide the services under this Agreement, and that the performance of its obligations under this Agreement shall not violate any applicable law or regulation;

(iii) possesses sufficient resources to enter into this Agreement and perform the obligations herein in an accurate and timely manner; and (v) will provide continual support and updates to the subscriber about the cropping activity taken up.


Subscriber represents to ISF (i) ISF is authorized to utilize the advance amount paid by the subscriber at their discretion with an intent to perform the chosen cropping activity (ii) Subscriber is aware that the produce from agriculture and the market price of the produce is subject to various factors that are beyond the control of ISF which include but not limited to weather, nature related events, soil factors,market trends etc. (iii) While all efforts will be make by ISF for proper conduct of the cropping activities, subscriber agrees that ISF is not liable or committed towards any specific amount of yield or whatsoever.

7 Non-Solicitation:

Except as otherwise expressly agreed to by the Parties in writing, during the Term of this Agreement and for a period of two (2) years following its termination or expiration, each Party agrees not to directly or indirectly or through third parties solicit or hire for engagement or contracting any of the personnel or consultants of the other Party who were engaged in providing services, in whatsoever manner, under this Agreement.

8 Force Majeure:

ISF will have no liability to Subscriber for any delay or other failure to perform the services resulting, directly or indirectly, from any cause beyond its reasonable control.

9 Termination:

Termination for Cause

Except as expressly provided elsewhere in this Agreement if either Party fails to perform any of its material obligations under this Agreement and such failure is not cured within seven (7) days after notice is given to the defaulting Party specifying the nature of the default, the non-defaulting party may, upon further notice to the defaulting party, terminate this Agreement as of the date specified in such notice of termination.

Termination for Convenience

Either Party may terminate this Agreement at any time, on thirty (30) days prior written notice to the other. The termination will be effect only after the completion of the cropping period and not in between the cropping period. In the event that the subscriber requires an immediate termination, ISF is not liable to return the advance or the fees collected for the cropping cycle.

Effect of Termination

In the event of termination, Subscriber shall pay to ISF all outstanding amounts due for the services actually rendered by ISF until the date of termination (without prejudice to Subscriber’s right to seek compensation for damages and for any remedy available for the Subscriber in case of breach of this Agreement by ISF). Any advance paid by the subscriber prior to the termination of the contract, towards the cropping planned shall not be returned by ISF in any form.

In the event one or more cropping services do not terminate or expire at the time of expiry of this Agreement, then this Agreement shall continue to remain in force for only in respect of such cropping activity; and such cropping activity shall be performed in accordance with the terms and conditions set forth in this Agreement.

10 Indemnity:

Subscriber’s Indemnity:

Subscriber shall, at their expense, defend, indemnify and hold harmless ISF against any third-party claims or demands against ISF arising from actions carried out by the latter

ISF’s Indemnity:

ISF shall, at its expense, defend, indemnify and hold harmless Subscriber against any third-party claims, demands, costs, liabilities of any kind whatsoever resulting from any breach of warranty under this Agreement.

11 Limitation of Liability:

In no event shall either Party whatsoever be liable for any indirect, consequential, punitive or incidental damages under this Agreement. ISF and Subscriber hereby agree and undertake that except for a Party’s indemnification obligations, under no circumstances either Party’s liability under this Agreement shall exceed the total amount of fees paid to ISF by Subscriber under this Agreement.

12 Governing Laws:

Any and all questions of enforceability and interpretation, which may arise under this Agreement, shall be determined and governed by and in accordance with the laws of the republic of India.

13 Notice:

All communications or notices permitted or required to be given or served under this Agreement shall be in writing, shall be addressed to the Parties at the party’s address as set forth above or as otherwise provided by that Party to the other Party, and shall be deemed to have been duly given or served: (i) if delivered in person – at the time of delivery; (ii) if delivered by registered mail – 3 business days after being posted; (iii) if delivered by facsimile or an e-mail (to a facsimile number or an e-mail address provided by the relevant Party) – at the time of delivery and electronic confirmation of receipt. Either

Party may change its address by giving notice to the other party, in accordance with this clause, of such new address, and the date on which it becomes effective.

14 Revocation and Modification:

This Agreement or any provision hereof, may not be revoked or modified unless agreed to in writing by both the Parties.

15 Waiver:

No waiver of a breach or default of this Agreement will be deemed a waiver of any subsequent breach or default. The observance of any provision of this Agreement may be waived only in writing signed by both the Parties.

16 Severability:

In the event that for any reason a clause or provision of this Agreement should be held invalid or otherwise unenforceable, it is agreed that the same will not affect any other clause or provision of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

17 Assignment:

Neither Party may assign its rights and/or obligations under this Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld; provided however that either Party may assign this Agreement without any consent to any entity or person that succeeds to all or substantially all of the business or assets or capital stock, whether by inheritance, sale, merger, re-organization, consolidation or otherwise. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the permitted successors and assigns of the Parties.

18 Entire Agreement:

This Agreement together with any and all attached documents and any other written assignment related attachments set forth the entire Agreement between the Parties hereto as to the subject matter hereof and supercedes all prior discussions or understandings, whether written or oral, between the Parties hereto and neither Parties shall be bound by any conditions, definitions or representations with respect to the subject matter of this Agreement other than as expressly provided for herein or duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized representatives of the Parties hereto.

19 Disclaimer:

Except for any express warranty set forth in this Agreement, ISF makes no other warranty or representation of any kind, type or description whether express or implied with respect to the services.

IN WITNESS WHEREOF this Agreement has been executed the day and year first written above:

Signed, both parties.