Green Architects – Wings of Creation
No. 10, First Cross, Fourth Street, Jai Nagar Extension, Karumandapam, Tiruchirappalli – 620 001,
Tamil Nadu, India
Consultant Engagement Agreement

This Consultant Engagement Agreement ("Agreement")
is executed on    

BETWEEN

Party 1  —  The Company
GREEN ARCHITECTS, a Landscape Consortium †, having its registered office at No. 10, First Cross, Fourth Street, Jai Nagar Extension, Karumandapam, Tiruchirappalli – 620 001, Tamil Nadu, India.

Authorised Representative: T JOSEPH VIJU , CEO - Green Architects
PAN: ABAPU9477A; GST No.: 33ABAPU9477A1ZL


hereinafter referred to as the "Company" or "Green Architects", which expression shall, unless repugnant to the context, include its successors, legal representatives, and assigns.

— AND —
Party 2  —  The Consultant
Title: 

Full Legal Name: 


Residential Address: 
Qualification: 
PAN:     Aadhaar (last 4 digits): 

GST No.:     Mobile: 

Email: 

Consultant Type: 

Firm / Company Name (if consulting as an entity) 


hereinafter referred to as the "Consultant", including its legal representatives, successors and permitted assigns.

The Company and the Consultant are collectively referred to as the "Parties".

NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein, and other good and valuable consideration — the receipt and sufficiency of which are hereby acknowledged — the Parties agree as follows:
1.  Appointment
1.1  Green Architects hereby appoints the Consultant in the following capacity (select one):
1.2  The Consultant is engaged in the following field(s) of professional expertise (select all applicable):
1.3  The Consultant accepts this appointment and agrees to provide professional services as and when assigned by Green Architects, subject to terms of this Agreement.
1.4  This appointment does not create an employer-employee relationship. The engagement shall be construed solely as an independent professional services relationship governed by the Indian Contract Act, 1872. The Consultant has no authority to bind Green Architects contractually unless expressly authorised in writing.
2.  Nature of Engagement
2.1  The Consultant shall provide professional consultancy, design, supervision, planning, technical evaluation, project execution support, documentation, reporting, site inspection, specification writing, and related services as may be required for projects assigned by Green Architects.
2.2  The Consultant functions strictly as an Independent Professional Consultant. No fixed salary, retainer, employment benefit, gratuity, provident fund, bonus, insurance, leave encashment, ESI, or other employment entitlement shall be payable under this Agreement.
2.3  The Consultant shall determine the manner, method, and timing of performing services — subject to agreed deliverables, milestones, and timelines — and shall use their own resources unless otherwise agreed in a Project-Specific Agreement.
2.4  Where the Consultant issues invoices for services, such invoices shall include applicable GST as per the Goods and Services Tax Act, 2017. The Consultant alone shall be responsible for GST registration (where turnover exceeds the prescribed threshold), compliance, return filing, and remittance to the Government.
3.  Project Assignment
3.1  Green Architects may refer and assign projects to the Consultant at its sole discretion. This Agreement does not guarantee the quantum, continuity, or frequency of project assignments.
3.2  Prior to commencement of any project work — including preparation of any quotation, proposal, commercial offer, design concept, or client negotiation — Green Architects and the Consultant shall execute a separate Project-Specific Professional Fee Agreement detailing:

(a) Scope of work and specific deliverables;

(b) Project timeline and milestone schedule;

(c) Professional fees and revenue-sharing arrangement;

(d) Payment schedule, conditions, and linked milestones;

(e) Client responsibilities and site access arrangements;

(f) Applicable quality standards and submission formats;

(g) Any project-specific terms, special conditions, or exclusions.

3.3  No project shall be undertaken, no representation made to any client, and no commitment given on behalf of Green Architects without prior written authorisation from an authorised representative of Green Architects.
3.4  The Engagement Mode for each project shall be specified in the Project-Specific Agreement (for reference, modes may include):
4.  Professional Fees and Payment
4.1  Consultant remuneration is strictly project-based. No advance, retainer, or minimum guaranteed payment is assured by this Agreement alone.
4.2  Professional fees shall be mutually agreed and documented in the Project-Specific Professional Fee Agreement executed prior to commencement of each project.
4.3  Upon actual receipt of client payment by Green Architects, the Consultant's agreed share shall be released within fifteen (15) working days of such receipt, as per the schedule in the Project-Specific Agreement, upon submission of a valid invoice by the Consultant. No payment obligation arises on Green Architects until client funds are actually received.
4.4  Green Architects shall deduct Tax Deducted at Source (TDS) under Section 194J of the Income Tax Act, 1961 (Professional and Technical Services) at the prevailing applicable rate (currently 10% for professional services), or at the rate specified in a valid certificate of lower deduction issued by the Income Tax Department, and shall issue Form 16A quarterly.
4.5  Professional fees quoted in the Project-Specific Agreement shall be (select one):
4.6  Preferred payment mode (select one):
4.7  The Consultant shall furnish the following documents for payment processing:

(a) Valid PAN Card (mandatory);

(b) Bank account details: Account Number, IFSC Code, Bank Name and Branch (Cancelled Cheque);

(c) GST Registration Certificate (mandatory if registered);

(d) Any other document required under applicable law or internal policy of Green Architects.

5.  Professional Independence
5.1  Subject to restrictions in this Agreement, the Consultant is free to:

(a) Operate their own practice, firm, LLP, company, or proprietorship;

(b) Accept professional assignments from other clients and organisations;

(c) Provide services to other clients independently, provided there is no conflict with this Agreement.

5.2  Any client introduced, referred, sourced, negotiated, or assigned through Green Architects shall remain the exclusive business relationship of Green Architects. The Consultant shall not represent to any such client that they are acting independently of Green Architects.
5.3  During the term of this Agreement and for a period of five (5) years from the date of its termination or expiry, the Consultant shall not — without prior written consent of Green Architects —:

(a) Directly solicit, accept, or engage any client referred or introduced by Green Architects for independent professional engagement;

(b) Perform services directly for such clients on matters substantially similar to those for which they were engaged through Green Architects;

(c) Assist or encourage any such client to terminate or reduce their engagement with Green Architects.

6.  Non-Circumvention
6.1  The Consultant shall not bypass Green Architects and directly negotiate, contract with, or receive payment from any client introduced, referred, or assigned by Green Architects — during the term of this Agreement and for a period of five (5) years after its termination — without prior written consent of Green Architects.
6.2  Any violation of this Clause shall constitute a material breach of this Agreement.
6.3  In the event of a breach of this Clause, Green Architects shall be entitled to:

(a) Immediate termination of this Agreement without notice or compensation to the Consultant;

(b) Full recovery of all professional fees earned or received by the Consultant directly from the diverted client;

(c) Liquidated damages equivalent to the total professional fees that Green Architects would have earned from the relevant project or client relationship — the Parties agreeing this represents a genuine pre-estimate of loss and not a penalty;

(d) Injunctive relief, specific performance, and any other legal or equitable remedy available under law.

7.  Documents to Be Submitted
7.1  The Consultant shall submit the following self-attested copies to Green Architects prior to commencement of engagement. Please tick each document as submitted:
A.  Personal Documents
B.  Educational & Professional Qualification Documents
C.  Professional & Experience Documents
D.  Statutory & Tax Compliance Documents
E.  Banking Documents
F.  References & Online Presence
7.2  Green Architects reserves the right to request additional documents for background verification or statutory compliance. Submission of false, forged, or misleading documents shall be ground for immediate termination under Clause 15, and may attract civil and criminal liability under applicable law.
8.  Confidentiality
8.1  The Consultant shall maintain strict confidentiality and shall not, directly or indirectly, disclose, reproduce, publish, or utilise any Confidential Information received from or through Green Architects, including without limitation:

(a) Client names, identities, contact information, and project briefs;

(b) Architectural and landscape designs, drawings, concepts, and renders;

(c) Project cost estimates, Bills of Quantities (BOQs), and financial data;

(d) Technical documents, specifications, reports, and surveys;

(e) Commercial terms, fee structures, pricing strategies, and vendor details;

(f) Business strategies, client pipelines, and proprietary methodologies;

(g) Any information expressly designated as confidential by Green Architects.

8.2  The confidentiality obligation under this Clause shall continue for a period of five (5) years after the termination or expiry of this Agreement. In respect of trade secrets and client identities, the obligation shall be perpetual and shall survive indefinitely.
8.3  The Consultant shall promptly notify Green Architects in writing upon becoming aware of any unauthorised disclosure or breach of confidentiality, and shall cooperate fully in remedial measures.
8.4  The obligation of confidentiality shall not apply to information that: (a) is or becomes publicly known through no fault of the Consultant; (b) was rightfully known to the Consultant prior to its disclosure by Green Architects; or (c) is required to be disclosed by a court order or applicable law, provided the Consultant gives Green Architects adequate prior written notice and assists in any lawful effort to limit such disclosure.
9.  Intellectual Property
9.1  All drawings, designs, reports, documents, specifications, presentations, concepts, models, renders, surveys, plans, and deliverables ("Works") created, conceived, or developed by the Consultant in connection with any project referred by Green Architects shall, from the moment of their creation, be the exclusive property of Green Architects, and shall be deemed "work made for hire" to the maximum extent permissible under the Copyright Act, 1957.
9.2  To the extent any Works do not qualify as "work made for hire" under applicable law, the Consultant hereby irrevocably assigns all right, title, and interest — including copyright, design rights, and all related intellectual property rights — to Green Architects, with full authority to use, reproduce, modify, commercialise, sublicense, transfer, and protect the same globally and in perpetuity.
9.3  The Consultant hereby waives, to the fullest extent permissible under law, all moral rights in the Works in favour of Green Architects, including the right of attribution and the right of integrity.
9.4  The Consultant confirms that the Works shall not infringe the intellectual property rights of any third party. The Consultant shall indemnify Green Architects against any claim arising from such infringement.
9.5  The Consultant may include completed Works in their personal professional portfolio or CV only after obtaining prior written approval from Green Architects, and subject to appropriate credit attribution.
10.  Professional Conduct and Warranties
10.1  The Consultant represents, warrants, and undertakes that they shall at all times:

(a) Maintain professional ethics and standards applicable to their discipline and any governing Council / Institute;

(b) Comply with all applicable laws, rules, regulations, bye-laws, and professional codes of conduct;

(c) Perform all services with reasonable professional skill, care, and diligence commensurate with industry standards;

(d) Protect and uphold the professional reputation, goodwill, and brand of Green Architects at all times;

(e) Promptly disclose — and take all steps to avoid — any actual or potential conflict of interest;

(f) Not engage in any corrupt, dishonest, fraudulent, or coercive conduct in connection with the services or any client;

(g) Not make any representation, commitment, or promise to any client on behalf of Green Architects without written authority.

10.2  The Consultant warrants that they possess all qualifications, licences, registrations, and authorisations required to perform the contracted services under applicable law, and shall maintain such credentials current and valid throughout the engagement.
10.3  The Consultant confirms they are not currently a party to any agreement — whether of employment, non-compete, or confidentiality — that would prevent or restrict performance of services under this Agreement.
11.  Indemnification
11.1  The Consultant shall indemnify, defend, and hold harmless Green Architects and its principals, officers, employees, and agents from and against all claims, proceedings, losses, damages, costs (including reasonable legal fees), and liabilities arising from or related to:

(a) Any negligence, willful misconduct, fraud, or professional errors or omissions by the Consultant;

(b) Breach of any representation, warranty, or obligation under this Agreement;

(c) Infringement of any third-party intellectual property rights attributable to the Consultant's work;

(d) Non-compliance by the Consultant with applicable laws, tax obligations (including GST), or professional regulatory requirements.

11.2  Green Architects shall promptly notify the Consultant in writing of any claim for which indemnification may be sought, and shall extend reasonable cooperation in its defence, at the Consultant's cost.
12.  Limitation of Liability
12.1  Notwithstanding any other provision of this Agreement, Green Architects' aggregate liability to the Consultant — whether in contract, tort, or otherwise — shall not exceed the total professional fees actually paid to the Consultant in the six (6) months immediately preceding the event giving rise to the claim.
12.2  In no event shall either Party be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profit, loss of business opportunity, or loss of reputation.
12.3  Nothing in this Clause limits liability for fraud, wilful misconduct, breach of Clause 6 (Non-Circumvention), or death / personal injury caused by negligence.
13.  Force Majeure
13.1  Neither Party shall be liable for delay or failure to perform obligations under this Agreement to the extent caused by a Force Majeure Event — meaning any event beyond that Party's reasonable control, including: Act of God, earthquake, flood, fire, storm, epidemic, pandemic, war, civil unrest, strike (by third parties), government orders, regulatory action, power failure, or internet outage.
13.2  The affected Party shall notify the other in writing within five (5) days of the onset of a Force Majeure Event, specifying its nature and expected duration, and shall use all reasonable efforts to mitigate its effects and resume performance as early as practicable.
13.3  If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected project or this Agreement upon fifteen (15) days' written notice, without further liability for the period of delay — except for amounts already due and payable.
14.  Term
14.1  This Agreement shall commence on the date of its execution by both Parties and shall remain in full force until terminated by either Party in accordance with Clause 15.
14.2  The Parties may renew or extend this Agreement on the same or revised terms by executing a written addendum signed by both Parties.
15.  Termination
15.1  Either Party may terminate this Agreement by providing thirty (30) days' prior written notice to the other Party.
15.2  During the notice period, the Consultant shall:

(a) Complete or advance ongoing assignments to the extent reasonably practicable;

(b) Provide complete handover documentation, files, drawings, and project records;

(c) Return all property, devices, documents, and Confidential Information belonging to Green Architects.

15.3  Green Architects may terminate this Agreement with immediate effect and without notice or compensation upon occurrence of any of the following (all conditions listed below shall be deemed grounds for immediate termination):
15.4  Upon termination for any reason, Green Architects shall pay the Consultant all professional fees earned in respect of completed milestones up to the effective date of termination, subject to any countervailing claims, deductions, or damages owed by the Consultant. No further payment obligation shall arise in respect of incomplete or future work.
15.5 Survival.  The following Clauses shall survive and remain binding after termination or expiry of this Agreement: Clauses 5 (Non-Solicitation), 6 (Non-Circumvention), 8 (Confidentiality), 9 (Intellectual Property), 11 (Indemnification), 13 (Force Majeure — payment survival), 20 (Dispute Resolution), and 21 (Governing Law).
16.  Notices
16.1  All notices, approvals, consents, and communications required under this Agreement shall be in writing and delivered by:
16.2  Notices to Green Architects shall be addressed to:

Address: No. 10, First Cross, Fourth Street, Jai Nagar Extension, Karumandapam, Tiruchirappalli – 620 001, Tamil Nadu

Email: ceo@greenarchitects.in
Phone: +91-9843167999


16.3  Notices to the Consultant shall be addressed to the address and email provided in the Party description above, as updated by written notice from time to time.
17.  Severability
If any provision of this Agreement is held by a competent court or tribunal to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all remaining provisions shall not be affected or impaired.
18.  Entire Agreement
This Agreement, together with each Project-Specific Professional Fee Agreement executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, memoranda, letters of intent, and agreements — whether oral or written — between the Parties relating to the same subject.
19.  Amendment
No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly signed by the authorised representatives of both Parties. Email exchanges shall not constitute an amendment unless confirmed by a formally executed written addendum.
20.  Dispute Resolution
20.1 Negotiation.  In the event of any dispute, controversy, or claim arising out of or relating to this Agreement — including its breach, termination, or validity — the Parties shall first attempt in good faith to resolve it through direct negotiation within fifteen (15) days of written notice of the dispute by one Party to the other.
20.2 Mediation.  If the dispute is not resolved through negotiation within the said period, the Parties shall attempt resolution through structured Mediation before a mutually agreed mediator, within a further period of fifteen (15) days. Mediation costs shall be shared equally.
20.3 Arbitration.  If mediation fails or is refused, the dispute shall be referred to and finally resolved by binding Arbitration under the Arbitration and Conciliation Act, 1996 (as amended), on the following terms:

(a) Number of Arbitrators (select one): 

(b) Seat and Venue of Arbitration: Tiruchirappalli, Tamil Nadu, India

(c) Language of Arbitral Proceedings: English

(d) The arbitral award shall be final and binding on both Parties and enforceable as a decree of court.

(e) Each Party shall bear their own legal costs unless the arbitral tribunal directs otherwise.

21.  Governing Law and Jurisdiction
21.1  This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of India.
21.2  For any interim relief, urgent applications, or matters not covered by or prior to arbitration under Clause 20, the courts at Tiruchirappalli, Tamil Nadu shall have exclusive jurisdiction.
22.  Declaration by Consultant
The Consultant hereby solemnly declares, confirms, and acknowledges the following. Please tick each declaration to signify agreement:
Execution — Signatures of the Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above, having read and understood all clauses herein.

For Green Architects
Authorised Signatory — Full Name:
T JOSEPH VIJU
Designation:
CEO


Date:    

Place: Tiruchirappalli
Consultant
Full Name:
Qualification:
Upload your handwritten signature in JPG/JPEG format only. Maximum file size: 200 KB.

Date: 
  
Place: 

Witnesses (required for legal validity and registration)

Witness 1
Full Name:
Address:
Government ID Type:
Government ID No.: 
Upload your handwritten signature in JPG/JPEG format only. Maximum file size: 200 KB.
Date: 
Witness 2
Full Name:
Address:
Government ID Type:
Government ID No.: 
Upload your handwritten signature in JPG/JPEG format only. Maximum file size: 200 KB.
Date: 
Processing Agreement...
Generating PDF and sending email. Please wait.