Exhibit 10.31
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of March 2013 by and between MOBILEWALLA, INC. (earstwhile known as Wordster, Inc.), a Delaware corporation having offices at 2472 Jett Ferry Road, Suite 400-214, Dunwoody, GA 30338 (the “Company”), and MOBILEWLLA INFORMATION SOLUTIONS PVT. LTD (earstwhile known as Wordster Information Solutions Pvt. Ltd), an Indian corporation having offices at IB - 84, Sector - III, Salt Lake tCity, Kolkata - 700 106, India (the “Consultant”). Following terms of the Agreement effective from March 1, 2013
BACKGROUND
A. Company desires to obtain certain services of Consultant, and Consultant desires to provide such services to Company; and
B. Company and Consultant desire to set forth the terms and conditions pursuant to which Consultant shall provide services to Company.
NOW, THEREFORE, for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Consultant agree as follows:
1. Scope of Services. The scope of services to be performed by Consultant (“Services”) shall be mutually agreed to in a work order conforming to the document attached hereto as Exhibit A (“Work Order”). Such Work Order shall specify in detail the services to be rendered, including: (i) a description of the work product to be delivered, including, but not limited to, acceptance criteria and detailed design and function specifications for the deliverables hereunder; (ii) the performance schedule; and (iii) payment schedule (which amount shall be specified as either a fixed price or time and materials payment basis). All Work Orders are subject to the terms and conditions of this Agreement, and this Agreement shall control in the event of any inconsistencies between this Agreement and the Work Order. During the course of each Work Order, Consultant shall permit employees of Company to be present, when reasonable, as observers while various tasks are being conducted and to consult with Consultant regarding the Work Order. The parties shall participate in joint Work Order review meetings as specified in the individual Work Order(s) and at other times as deemed necessary by Company.
2. Billing and Compensation. Company shall pay to Consultant fees for the services as specified in the Work Order. Company shall also reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in connection with providing such services in accordance with the Company Expense Guidelines attached hereto as Exhibit B, provided that: (i) all travel-related expenses shall be approved by Company in advance of their being incurred; (ii) the expenses have been detailed on a form acceptable to Company and submitted to the Company’s Work Order Manager designated pursuant to Section 3 for review and approval prior to invoicing; and (iii) if requested by Company, Consultant shall submit supporting documentation in addition to the approved expense form.
(a) Fees. Consultant shall not invoice Company and Company is not liable to pay Consultant for services and expenses in excess of the maximum compensation amounts set forth in the applicable Work Order. Unless otherwise specified in the Work Order, Consultant shall invoice Company for Services and expenses chargeable hereunder monthly in arrears for all Work Orders that specify that the work is to be performed on a time and materials basis. For Work Orders specifying a commission fee, Consultant shall be paid by Company in accordance with the payment schedule listed on the applicable Work Order.
(b) Invoices. All invoices prepared by Consultant pursuant to this Agreement shall be itemized, shall reference the assigned Work Order number, and shall substantiate all charges therein set forth. Consultant shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting practices, to substantiate Consultant’s charges and expenses hereunder. Consultant shall retain such records for a period of one (1) year from the date of final payment under any Work Order. Company shall pay all valid invoices, except for any amounts disputed by Company, within thirty (30) days after Company’s receipt thereof.