Exhibit 10.6


 





 


[SEAL]


 


 


CONSULTANCY AGREEMENT


 


THIS AGREEMENT is made on this
24th day of October 2000, (which date is the Completion Date as defined in the Share Purchase
Agreement between GE Capital Mauritius Equity Investment, Selling Shareholders
and Patni Computer Systems Limited) by and between :


 


Patni Computer Systems Limited,
a company incorporated under the Companies Act, 1956 and having its registered office at S-1A, Irani Market Compound.
Yerwada, Pune 411 006 (hereinafter referred to as “PCS”) which expression shall
mean and include its successors and permitted assigns of the One Part;


 


AND


 


Data Conversion Inc., a Corporation incorporated under the
Laws of the Commonwealth of Massachusetts, U.S.A. and having their principal
place of business at 238 Main Street, Cambridge, Massachusetts 2142, U.S A.
(hereinafter referred to as “DCI”) which expression shall mean and include its
successors and permitted assigns of the Other Part;


 


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WHEREAS PCS is engaged in the
business of Computer Software development and has acquired considerable repute
in India and overseas.


 


AND
WHEREAS DCI is engaged in a business of marketing Computer
Software and IT related services in the USA and subcontracts a considerable
amount of software work to India specifically to PCS on a regular basis.


 


AND WHEREAS PCS
will acquire a 25% shareholding stake in DCI and is desirous of furthering the
relationship between the Companies by retaining DCI as a Consultant to further
PCS’s world wide interests.


 


AND WHEREAS Mr.Narendra Kumar Patni, s/o
Mr.S.M.Patni, a resident of Cambridge, Massachusetts, and residing at 100,
Memorial Drive, Cambridge, Massachusetts, U.S.A. is the President of DCI and
based in Cambridge, Massachusetts (hereinafter referred to as “Mr.N.K.Patni”).


 


AND WHEREAS Mr. N. K. Patni is widely acknowledged as
a leader in the field of computer software and related business


 


AND WHEREAS PCS
desires to engage DCI to provide certain Services (hereinafter defined in
Clause 3 below) in India and DCI has agreed to provide such Services by
seconding Mr.N.K.Patni who will be designated as the Chief Executive Officer
(CEO) of PCS upon the terms and conditions hereinafter contained.


 


AND WHEREAS Mr.
N. K. Patni will continue to be the President of DCI and will continue to
remain based in Cambridge, Massachusetts.


 


NOW THEREFORE IT IS HEREBY AGREED as follows:-


 


1.                                       APPOINTMENT


 


PCS
hereby engages DCI as its Consultant (hereinafter referred to as “the
Consultant”) and DCI agrees to provide the Services as contained in this
Agreement.


 


2.                                       TERM


 


This
Agreement shall come into force on the date first written above and shall
continue unless terminated by operation of law or in accordance with the
provisions hereof.


 


3.                                      SERVICES OF DCI


 


DCI
shall.


(a)                                  devote its time, attention and
abilities for the proper and effectual performance of its duties and
responsibilities as a Consultant
of PCS


 


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(b)                                 use its best endeavours to promote the
interest of PCS both in India and
overseas and at all times act in the best interests of PCS.


 


(c)                                  conform to, observe, comply with and respect
all applicable laws and customs of India.


 


(d)                                 During the subsistence of this Agreement shall provide to PCS
detailed customer status reports and market information in its possession.


 


(e)                                  not without the consent of PCS exploit or
disclose to any other person any information concerning PCS, its activities or
business plans that have been communicated to DCI or which DCI has otherwise
come to know, other than information in the Public Domain.


 


(f)                                    in pursuance of providing the aforesaid
services, DCI shall second Mr. N. K. Patni, who shall be designated as the CEO
of PCS and who shall devote such time for the conduct of the business of PCS,
as DCI and PCS may from time to time mutually agree upon.


 


4.                                       EMPLOYEES OF THE DCI


 


DCI
may employ staff for the purposes of rendering Services contemplated under this
Agreement.


 


However
it is clearly understood as between the parties hereto that the staff so
employed by DCI including Mr.N.K.Patni, will at all times be employees of DCI
and shall not by virtue of this Agreement be entitled to any benefits or
privileges provided by PCS to its employees or entitled to contend that they
are PCS’s employees by virtue of any law or legislation.


 


5.                                       DUTIES OF PCS


 


PCS
shall assist DCI in the performance of its duties. In particular PCS shall give
the necessary information and place at Mr. N.K. Patni’s disposal
any authority and papers that may be required by Mr. N.K. Patni to carry out
his duties.


 


6.                                       LOCATION


 


When
in India Mr. N. K. Patni will operate from the office premises of PCS located
at Scepz and/or any other such office locations as may be mutually agreed.


 


7.                                       FEES AND EXPENSES


 


(a)                                  Subject to paragraph 7(b) below, DCI shall be
paid an annual fixed fee of $200,000 per year. This fee will be payable
quarterly within 30 days of the end of the quarter. The fee shall be reviewed
and revised in January of each year based on the nature and extent of the
Services provided by DCI as a
consultant in the previous year.


 


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(b)                               If required by law, PCS shall deduct from the
fees payable under paragraph 7 (a) above, any applicable taxes, which are
required to be paid at source. Otherwise, DCI will be liable for the payment of
all taxes which arise from payments made to it under this engagement.


 


(c)                                PCS agrees and undertakes to indemnify and
hold harmless DCI against any other taxes levied or imposed against or upon DCI
relating to or attributable to the Services provided by DCI to PCS.


 


(d)                                 PCS shall be responsible for either
providing and/or reimbursing all expenses incurred by Mr.N.K.Patni in
connection with performance of his duties in pursuance of this Agreement including
but not limited to air travel, hotel accommodation, boarding, business entertainment,
local transportation, phone facilities both in and outside India.


 


(e)                                Mr. N.K. Patni agrees to render satisfactory
evidence for expenses incurred, whenever applicable.


 


(f)                                    Other than as set out herein, Mr. N.K. Patni
will receive no remuneration from PCS in pursuance of this Agreement.


 


8.             CONFIDENTIALITY


 


DCI
and PCS shall keep all matters arising in connection with the provision of the
Services and information relating to PCS business affairs (in so far as the
same has not entered the public domain) secret and confidential and shall not
at any time and for any reason whatsoever disclose them or permit them to be
disclosed to any third party except as permitted hereunder to enable DCI to
carry out its duties and obligations.


 


9.             TERMINATION


 


9.1           Upon the occurrence of
any of the below mentioned events this Agreement can be terminated by either
party upon giving one month’s written notice to the other and such termination
will take effect on the expiration of such period of notice.


 


(i)                                     if either party is adjudicated by a competent
Court as being guilty of any wilful misconduct or gross negligence in the
discharge of its duties, obligations and responsibilities under this Agreement,
or


 


(ii)                                  if Mr. N. K. Patni cannot continue as the CEO
of the Company


or


(iii)                               if Mr.N.K.Patni is no longer employed by DCI.


 


9.2                                 PCS may [ILLEGIBLE] terminate the Agreement
after the fifth anniversary of the date hereof (without any claims for damages
from DCI for such termination.) upon giving one months written notice to DCI
and such termination will take effect on the expiration of such period of
notice


 


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9.3                                 Upon
termination of this Agreement.


 


(a) Mr N.K.Patni will cease to hold the office of CEO of PCS;


 


(b) DCI will deliver to PCS all documents and any other papers
given by PCS to DCI or the CEO during its engagement.


 


(c) PCS shall forthwith pay all the outstanding dues to DCI and
fully reimburse Mr. N. K. Patni.


 


10.                             INDEMNITY


 


PCS shall indemnify DCI and Mr.N.K.Patni against all
liability, claims, demand, loss, damage, cost and expense of whatsoever nature
incurred or suffered by DCI, Mr.N.K.Patni or any third party as a result of
providing services under this agreement or the breach of any warranty or other
obligation contained in this Agreement or any act or omission of PCS in
pursuance of this Agreement, whether such costs, claims demands or other
liabilities arise or are made before or after termination of this Agreement.


 


11.                             WAIVER


 


The
failure of either party to enforce at any time any of the provisions hereof
shall not be construed to be a waiver of such provisions or of the right of
such party thereafter to enforce any such provisions.


 


12.                             SURVIVAL OF AGREEMENT


 


DCI shall not be entitled to assign to any third
party, its rights and obligations resulting from the engagement hereunder or
its claims against PCS without the previous written consent of PCS. This
agreement shall be binding upon and inure to the benefit of each of the parties
hereto and their respective heirs, executors, administrators and assigns, if
any. The continuation validity and subsistence of this Agreement shall not be
effected by the sale of all of the shares of DCI to PCS.


 


13.                             UNENFORCEABILITY


 


If
any part of this Agreement becomes illegal, invalid or unenforceable, the
remaning provisions of this Agreement shall continue in full force and effect.


 


14.                                 NOTICE


 


Any
notice to be given or served under the provisions of this Agreement by either
of the parties hereto shall be suitably given or served if sent by prepaid
registered airmail letter to the address shown at the head of this Agreement of
the party to whom it is given or to such other address as may have been
notified to the other party in accordance with this clause 16 or by fax and
such notice shall be deemed to have been served 72 hours from the time of


 


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posting
thereof.  Proof that such notice was duly
posted stamped and addressed as aforesaid shall be sufficient proof of service.


 


15.                             INDEPENDENT CONTRACTOR


 


DCI
shall stand in the relation of an independent contractor to PCS and nothing
herein contained shall be construed as constituting it as an agent or employee
of PCS for any purpose whatever.


 


16.                             ENTIRE AGREEMENT


 


The
Parties acknowledge that this Agreement constitutes the entire Agreement
between Parties and in relation to the subject matter hereof shall supersede
all previous communications, either oral or written, between the Parties with
respect to the subject matter hereof; and no Agreement or understanding or
modification varying or extending the same shall be binding upon either Party,
unless signed in writing by a duly authorised officer or representative thereof.


 


17.                               GOVERNING LAW AND
JURISDICTION


 


This
Agreement shall in all respects be governed by and construed in accordance
with, the laws of India, including all matters of construction, validity and
performance;


 


All
disputes, claims or proceedings between the parties relating to the validity,
construction or performance of this Agreement shall be subject to the
non-exclusive jurisdiction of the Courts in Mumbai, India.


 


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IN WITNESS HEREOF, PCS and DCI have executed this Agreement on the day and year as
mentioned above.


 


	
  Patni
  Computer Systems Ltd.

  	
   

  	
  Data
  Conversion Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Arun Kanakal

  	
   

  	
   

  	
  /s/
  John Ganick

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:
  Arun Kanakal

  	
   

  	
   

  	
  By:
  John Ganick

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Designation:
  Company Secretary

  	
   

  	
   

  	
  Designation:
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  Mr. R.H. Mahajan

  	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  R.H. Mahajan

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witnessed
  By:

  	
   

  	
   

  	
  Witnessed
  By:

  	
   

  



 


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[SEAL]


 


 


DEED OF AMENDMENT OF THE
CONSULTANCY AGREEMENT DATED 24TH OCTOBER 2000.


 


This Deed of Amendment dated 9-08-2003 records alterations and
additions to the Consultancy Agreement dated 24th October, 2000 (hereinafter
referred to as the said CA) among


 





















 


[ILLEGIBLE] company incorporated and validly existing under the laws of
India having its registered office at S-l A. Irani Market Compound, Yerwada,
Pune 411 006 (hereinafter referred to as “the Company or Patni, Ltd.” which expression shall mean and include
it successors and Permitted Assigns):


 


And


 


(2)                                  PATNI COMPUTER SYSTEMS, INC. (formerly known as DCI Inc.), Corporation
incorporated under the Laws of the Commonwealth of Massachusetts, USA and
having their principal place of business at 238 Main Street, Cambridge,
Massachusetts–: 2142, USA (hereinafter referred to as Patni, Inc.) which expression shall mean and include its
successors and Permitted Assigns)


 


RECORDS THAT IT IS HEREBY AGREED UPON BY AND BETWEEN THE PARTIES HERETO
THAT


 


THE SAID CA SHALL STAND RECTIFIED AND AMENDED AS
UNDER:-


 


1)              Paragraph 9.2 of the
said CA shall stand deleted and in its place and stead the following shall be
substituted as paragraph 9.2


 


“The Company may also terminate the Agreement only on
or after 31st December, 2008 (upon giving one months written notice
to Patni, Inc.) and such termination will take effect on the expiration of such
period of notice.”


 


2)              This
agreement shall come into effect from the date hereof, and thereupon the said CA
shall be deemed to be and stand amended and restated and will thereafter be on
the terms set out in this agreement.  Such
amendment and restatement is without prejudice to any accrued liabilities and
obligations prior to the date hereof


 


3)              Save as aforesaid the said CA and all
the terms and conditions thereof and the covenants therein contained shall
remain valid and subsisting to the [ILLEGIBLE] effect that the alterations and
additions thereto as hereinabove indicated were


 





















 


incorporated in the said CA respectively and formed a
part of the same as on the date of execution of the said CA.


 


4)              The
said Agreement as altered and amended as aforesaid shall be binding upon all
the parties hereto in the manner stated in the said Agreement.


 


5)              This
agreement shall in all respects be governed by and constructed in accordance
with the laws of India, including all matters of construction, validity and
performance.


 


6)              All
disputes, claims or proceeding between the parties relating to the validity,
construction or performance of this agreement shall be subject to the non-exclusive
jurisdiction of the Courts in Mumbai, India.


 


IN WITNESS HEREOF,
the Company and Patni, Inc. have executed this Deed on the day and year as
mentioned above. 


 


	
  Patni Computer Systems Private Limited

  	
   

  	
  Patni Computer Systems, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Deepak Sogani

  	
   

  	
   

  	
  /s/ Narendra Kumar Patni

  	
   

  
	
  Name:  Deepak Sogani

  	
   

  	
  Name:

  
	
  Title:    CFO

  	
   

  	
  Title: