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"1.1.1 To assist the US entity in carrying on the business of providing information services and consultancy in business of software development, editorial services, customer support, sales and marketing of the InfoDesk suite of information management products. To set up consultations and meetings between globally based experts and globally based clients. To participate in any business of consultants, agents, sub-agents, liaison agents/liaison sub-agents for US entity and foreign clients/principals for the above mentioned activities.

17. On perusal of the above terms of the service NEUTRAL CITATION C/SCA/13033/2025 JUDGMENT DATED: 27/11/2025 undefined agreement in question, it is apparent that the petitioner is required to assist the US entity in carrying on the business of providing information and consultancy in business of software development and for that purpose, the petitioner is required to set up consultations and meetings between globally based experts and globally based clients and to participate in any business of consultants, agents, sub-agents, liaison agents/liaison sub-agents for its parent company and foreign clients for such activities. The petitioner is also to provide advisory services for expansion of business, marketing, advertisement, publicity, personnel accounting to its parent company. Therefore, on conjoint reading of the scope of services to be provided by the petitioner, it cannot be said that the petitioner is only to work as an agent or a broker between parent company and its customers without supplying any goods or services on its own account. Moreover, on terms of payment, payment is to be received by the petitioner from its parent company on monthly basis and fee equal to cost incurred by the petitioner plus 8% mark up on costs. Meaning thereby, the petitioner is also earning the profit of 8% on the cost NEUTRAL CITATION C/SCA/13033/2025 JUDGMENT DATED: 27/11/2025 undefined incurred by it in providing services to its parent company. Clause 4.4 of the agreement clearly stipulates that the petitioner is not entitled to receive any other amount for providing services and it has to bear its all expenses including taxes, etc. Moreover, clause 7.2 of the service agreement also provides for settlement of disputes between the petitioner and its parent company arising out of the agreement to be amicably settled through friendly negotiation and in case no settlement of the dispute, then the same should be resolved through India International Economic and Trade Arbitration Commission, South India Sub- Commission for arbitration in accordance with the Rules of Arbitration of India International Economic and Trade Arbitration Commission in effect at the time of applying for arbitration, which reads as under: