Staff Augmentation Services Contract
Between AquSag, LLC (hereinafter referred to as the "Service Provider") and Prosal
(hereinafter referred to as the "Client")
This Agreement ("Agreement") is made and entered into as of Monday, 8th January 2024, by and
between AquSag, LLC, a limited liability company registered at 651 N Broad St, Suite 201,
Middletown, 19709, Delaware, and Prosal at 1421 Sopera Ave, Coral Gables, FL 33134.
1. Scope of Services
1.1 Provision of Resources: The Service Provider agrees to provide, and the Client agrees to engage,
two (2) dedicated full-stack software developers ("Resources") to assist the Client in the development,
maintenance, and enhancement of software systems or other related projects as mutually agreed upon
by both parties.
1.2 Service Rates: The current rate for the two (2) Resources provided is $20 per person per hour. The
cost for any new Resources added to the team shall be discussed and mutually agreed upon by both
parties. In case of appraisals or fee adjustments, the Service Provider and the Client will engage in
discussions to determine revised costs.
2. Responsibilities
2.1 Training and Support: The Client shall be responsible for providing comprehensive training,
guidance, and necessary documentation to enable the Resources to understand the Client's product,
methodologies, systems, tools, and technologies relevant to the project.
2.2 Work Hours: The Resources will work Indian work hours unless specifically agreed upon
otherwise. If the Client requires the team to work US hours, a notice period will be provided to
facilitate the transition. The Service Provider acknowledges that the Resources might not be open to
working night shifts and, in such cases, will present alternative Resources for client interview and
selection. It will be AquSag's responsibility to make sure the Resources are available on the agreed-
upon calls.
2.3 Replacement Resources: The Service Provider shall be responsible for providing a replacement
Resource with similar credentials whenever necessary. If the replacement is due to the Service
Provider's operations, the Service Provider will ensure the replacement candidate is selected and
trained ahead of time without additional cost. If the replacement is required due to client operations, the
Client will cover the cost of the Resource's training and onboarding period.
3. Payment Terms and Methods
3.1 Payment Methods: The Client will make the payment bi-monthly via Gusto. The Service Provider
will be responsible for providing all the details to help the Client set up payment in Gusto.
The bank transfer details to be used by the client for Gusto will be:
Bank: ICICI BANK LIMITED
Account No. 125505000056
Account: AQUSAG TECHNOLOGIES (INDIA)
Swift Code: ICICINBBCTS
IFSC Code: ICIC0001255
Branch: VASUNDHARA, GHAZIABAD, UP
Bank address: ICICI BANK LTD, PLOT NO C-7 SEC-13 OPP JAIPURIA SCHOOL,
VASUNDHARA
City: GHAZIABAD
State: UTTAR PRADESH
Branch: VASUNDHARA
Country INDIA
3.2 Invoice Schedule: Invoices shall be sent bi-monthly, specifically every two weeks, and it shall be
the responsibility of the Service Provider to ensure timely submission of these invoices.
4. Intellectual Property
4.1 Ownership of Work Product: All work product, inventions, developments, or materials created by
the Resources for the Client shall be the exclusive property of the Client. The Service Provider agrees
not to claim any rights, title, or interest in such work product.
5. Termination
5.1 Notice Period: Either party may terminate this Agreement by providing a written notice of
termination at least one (1) month in advance. Any overdue invoices must be settled prior to the
termination date.
6. Confidentiality
6.1 Non-Disclosure: Both parties agree to maintain strict confidentiality and not to disclose, share, or
utilize any sensitive or proprietary information exchanged during the term of this Agreement for
purposes beyond the scope of the project outlined herein. This includes but is not limited to, trade
secrets, proprietary methodologies, intellectual property, client data, and any other information deemed
confidential by either party.
6.2 Exceptions: This confidentiality obligation shall not apply to information that is publicly available
or becomes public without a breach of this Agreement, information already known to the receiving
party prior to disclosure, or information disclosed under legal obligations.
7. Non-Compete Clause
7.1 Restrictions: During the term of this Agreement and for a period of one (1) year, the Client agrees
not to directly or indirectly engage, employ, or contract the Services of any employee or contractor of
the Service Provider involved in this Agreement for any competing services or projects without prior
written consent from the Service Provider.
8. Miscellaneous
8.1 Amendments: Any modifications, changes, or amendments to this Agreement must be made in
writing and signed by authorized representatives from both the Service Provider and the Client.
8.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws
of the state of Delaware. Any disputes arising from or related to this Agreement shall be resolved
through mediation and arbitration in the State of Delaware, United States.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
Signed:
___________________________ _________________________
Bharti Joshi Nyle Malik
VP, Strategic Alliances CTO
Date: Date:
