SERVICES AGREEMENT

This SERVICES AGREEMENT (“Agreement”) is made on this the Date

BY AND BETWEEN:

<Client Name> a Company incorporated in India and having its office at <Client Address>, India
(hereinafter referred to as the "Client Name", which expression shall, unless excluded by or repugnant
to the subject or context whereof shall be deemed to include its successors and permitted assigns), of
the ONE PART;

AND

Staffing Company Name, a company incorporated under the Indian Companies Act, 1956, and having
its registered office at Address (Hereinafter referred to as the "Service Provider", which expression
shall, unless excluded by or repugnant to the subject or context whereof shall be deemed to include its
successors and permitted assigns), of the OTHER PART.

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Client Name and Service Provider may be individually referred to as a “Party” and jointly as “Parties”.

WHEREAS:

1. Client Name is engaged in the business of textile manufacturing all over India.

2. The Service Provider is, inter alia, engaged in the business providing manpower outsourcing
service;

3. The Service Provider is in the business of providing the aforesaid manpower outsourcing
services and has represented to Client Name that it has the requisite infrastructure, resources,
knowledge, skills and expertise to provide the same to the satisfaction of Client Name; and

4. Relying on the aforesaid representations made by the Service Provider, Client Name has agreed
to appoint the Service Provider to provide the Services; and the Service Provider has agreed to
provide the Services to Client Name, on certain terms and conditions, which the Parties wish to
record by entering into this Agreement.

NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. APPOINTMENT OF SERVICE PROVIDER

1.1 Subject to the terms and conditions of this Agreement, Client Name hereby appoints the Service
Provider to provide the Services for Client Name and the Service Provider hereby agrees to
provide the Services for Client Name for the consideration and on the other terms and
conditions herein contained.

1.2 In the event of conflict between the terms of this Agreement and the Annexure, the terms
herein shall prevail.

1.3 The Service Provider will be responsible to ensure that it provides the Services in accordance
with the terms of this Agreement and the Annexures.

2. SCOPE OF SERVICES

2.1 Subject to the terms and conditions of this Agreement, the Service Provider shall provide
candidates services to the users of Client Name as set out in Annexure A (“Services”), as may be
required by Client Name from time to time during the Term of this Agreement.

2.2 Further, during the Term of this Agreement, the Service Provider shall provide the Services, in
accordance with the time frames, guidelines and service levels (if any provided) as set out in
Annexure A hereto.

2.3 The Service Provider shall provide the Services through the associate deployed by him who
should have the necessary qualities to provide the services to Client Name.

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2.4 If the Service Provider fails to comply with the aforesaid requirements, without prejudice to
Client Name’s other rights hereunder or under law, the Service Provider shall be liable to
promptly re-perform the Services in compliance the aforesaid requirements, at the Service
Provider’s cost, to the satisfaction of Client Name.

2.5 For any additional services performed by the Service Provider or the creation of substantial
business value, the Service Provider shall be compensated on a mutually agreed basis.

3. QUALITY CONTROL OF CANDIDATESS

3.1 The associates provided by Service Provider shall provide the Services to Client Name as per
their requirements.

3.2 Each of these associates will be hired based on the existing Client Name processes of
recruitment and shall meet Client Name’s criteria of selection and quality control at all times.
Associates will have to adapt to any process and policy changes as and when they are
implemented by Client Name.

3.3 The Parties shall mutually formulate and agree on the performance/quality benchmarks for the
associates. However, the certification Client Name of the candidates and their evaluation shall
be conducted as per policies created by Client Name.

3.4 Client Name shall, on the basis of the mutually agreed performance/quality benchmarks,
provide inputs on performance of specific associate to the Service Provider. If the said
benchmarks are not met by an associate, the Service Provider shall on the basis of the inputs
provided by Client Name, give formal feedback to such associate. The Service Provider shall also
initiate any corrective action, if required. Further, Client Name may reinitiate the training
process of any associate to ensure the performance/quality benchmarks are complied with.

3.5 The Service Provider shall, through continuous innovation and application of the best available
practices, endeavor to achieve improvement in the productivity of the candidates. If any
significant savings arise from such improvements, it will be shared equally between the Parties
on a basis as is mutually agreed between the Parties.

4. FEES AND COMPENSATION

4.1 In consideration of the Services to be provided by the Service Provider, Company agrees to pay
the Service Provider the amounts at the rates and in accordance with the payment terms set out
in Annexure B hereto, as and by way of fees (“Fees”). The fees breakup shall be provided to the
Client Name on a candidates- wise basis by the Service Provider every month.

4.2 The fee structure as set out in Annexure B shall not be modified for a period of 12 (twelve)
months from the effective date of this Agreement. Thereafter, the fee structure may be
modified as is mutually agreed between the Parties. Except for the effects of revision of
Minimum Wages by the appropriate government from time to time through notification.

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4.3 Subject to the terms of Annexure B, the Fees shall be calculated on a monthly basis. The billable
month shall be a period from the 1st day of a month to the 30th /31st day of the next month.
4.4 The Service Providers shall be responsible for disbursing the compensation of the associates as
per its compensation policies.

4.5 All payments to the Service Provider shall be inclusive of service tax as s applicable from time to
time. Further, all payments will be made in favour of “Staffing Company”. TDS will be deducted
u/s : 194 C @ 2 % on Invoice Value.

5. COMPLIANCE WITH LAW / WARRANTIES

5.1 Each Party shall be individually responsible for ensuring compliance by them with all relevant
laws or legal obligations relating to the subject matter of this Agreement, including obtaining of
any applicable registrations, maintenance of registers, submission of returns to the authorities
etc.

6. CONFIDENTIAL INFORMATION

6.1 Service Provider shall hold all information, data, material, instructions, communications, the
terms and conditions of business as strictly confidential, whether received in writing or oral form,
from Client by Service Provider. The breach of this clause shall be construed as a material breach
and Client may terminate this Agreement forthwith in case of breach on the part of Service
Provider. The Parties also agree:
(i) to maintain and use the confidential information only for the purposes of this Agreement
and only as permitted herein;

(ii) to only make copies as specifically authorized by the prior written consent of the other
party and with the same confidential or proprietary notices as may be printed or
displayed on the original;

(iii) to restrict access and disclosure of confidential information to such of their employees,
agents, and third parties on a "need to know" basis, and upon the execution of a written
undertaking from such employees, agents, and third parties to maintain confidentiality of
the confidential information disclosed to them in accordance with this Clause 8; and

(iv) to treat confidential information as confidential for a period of five (5) years from the date
of receipt. In the event of earlier termination of this Agreement, the Parties hereby agree
to maintain the confidentiality of the confidential information for a further period of three
(3) years from the date of such termination.

6.2 Service Provider agrees that any of Client technical or business information that Service Provider’s
employees other than Associates or agents acquire while on Client premises, or through access to
the Client’s computer systems or databases while on or off Client premises, shall be deemed
Confidential information, except the information provided to the Associates to perform services at
Client premises.

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7. TERM AND TERMINATION OF AGREEMENT

7.1 This Agreement shall come into effect on this Date (“Effective Date”) and shall remain in force
for a period of 1 (One) year thereafter (“Term”).

7.2 Unless either Party serves a notice of termination to the other Party at least 90 (ninety) days
before the expiry of the Term, the Agreement shall be renewed for another term of 12 (twelve)
months.

7.3 Either Party shall have the right to terminate this Agreement, with immediate effect, in the
event the other Party breaches one or more of the terms of this Agreement, and fails to cure
such breach within 15 (fifteen) days of receipt of a written notice to that effect.

7.4 Expiry or earlier termination of this Agreement will not prejudice any rights of the Parties that
may have accrued prior thereto.

8. REPRESENTATIONS & WARRANTIES

8.1 The Service Provider hereby represents and warrants that:

8.1.1 it is a company/ firm duly organized and validly existing and in good standing under the
laws of its country;

8.1.2 it is qualified to do business and in good standing in every jurisdiction where such
qualification is required;

8.1.3 it has the necessary experience, expertise, ability, infrastructure and personnel to
render the Services as contemplated herein;

8.1.4 it will be able to render the Services to the satisfaction of Client Name;
8.1.5 it has the necessary approvals, registrations and licenses required for rendering the
Services;

8.1.6 it has the corporate power and authority to negotiate, execute, deliver and perform its
obligations under this Agreement;

8.1.7 the provision of the Services as contemplated herein shall not result in the infringement
of any third party rights including intellectual property rights;

8.1.8 it shall address all complaints and observations made by Client Name in respect of the
Services and ensure that the Services are improved upon;
8.1.9 it shall depute such number of Candidates as may be required for the rendering of the
Services;

8.1.10 it shall be responsible for making all payments to the Candidates, its Staff, including but
not limited to payment of remuneration, statutory contributions/benefits as applicable,
as well as for deducting and remitting applicable taxes in respect thereof.

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 8.1.11 In the event of failure to comply with any of the statutory obligations by the Service
Provider as aforesaid and if Client Name is held responsible for the same, the Service
Provider undertakes to make good the loss to Client Name. The deputed candidates of
the Service Provider will have no claims, whatsoever to employment with Client Name
either during the tenure of this Agreement or after its termination and the Service
Provider will engage the deputed candidates on this express understanding .There will
be no privity of contract between Client Name and any deputed candidates of the
Service Provider. The Service Provider agrees to indemnify Client Name against all
claims from the deputed candidates and pay all expenses which Client Name may incur
defending any proceedings pursuant to such claims and also shall keep Client Name
indemnified at all times thereafter for any acts, matters or things done or omitted or
neglected to be done by the Service Provider or any contraventions of any provisions of
any Acts, Rules, Regulations, Notifications issued by the Central or State Governments or
Local authorities and thereby the Service Provider absolves Client Name from all
liabilities arising out of or in connection with the aforesaid contravention or acts,
matters or things done omitted or neglected to be done by the Service Provider or on its
behalf.

9. INDEMNITY & LIMITATION OF LIABILITY

9.1 Service Provider agrees to indemnify Client for payment of only statutory dues and employee
benefits of the Associates which are reimbursed by the Client to Service Provider.

9.2 For the purposes of the Clause 9.1, a reference to Service Provider shall include Service Provider
and its officers, employees, agents, representatives, consultants, and/or other authorized
persons.

9.3 Notwithstanding anything to the contrary in the Agreement, in no event shall either Party be
liable, whether in contract, tort, or otherwise, for special, punitive, indirect or consequential
damages, not including, loss of profits or revenues arising under or in connection with this
Agreement.

10 TRADE MARKS & TRADE NAMES

10.2 The Service Provider shall not use any identification of or reference to any trade name,
trademark, service mark, service name or symbol of the other in any advertising or promotional
efforts without Client Name’s prior written consent.

11 CONVERSION OF THE RESOURCES

If Client Name hires the Service Provider’s employee within 1 year from the DOJ then Client
Name has to pay onetime absorption fee of an amount equivalent to 8.33% of the last drawn
fixed annual salary. After 1 year from DOJ then Client Name has to pay onetime absorption fee
of an amount equivalent to 4% of the last drawn fixed annual salary.

12 ANTI CORRUPTION
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12.2 Service Provider agrees not to make or cause to be made, for or on behalf of Client Name either
directly or indirectly, any payment, contribution, donation, bartering transaction, gift or any
other transfer of anything of value, whether by cash, check or otherwise, to or for the benefit of
(i) any government official or employee of any government, (ii) any government official or
employee of any entity owned or controlled by a foreign government, (iii) any candidate or
political party, or (iv) any private person or firm with knowledge or reason to know that such
payment will be offered, given or promised, directly or indirectly, to a person described in parts
(i), (ii) or (iii), above.

12.3 Service Provider represent and warrant that none of its owners, officers, directors or employees
is an official, officer or representative of any government or political party or candidate for
political office.

13 WAIVER

13.2 No change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party
against which it is sought to be enforced. No delay or omission by either Party in exercising any
right hereunder shall be construed as a waiver. A waiver by either of the Parties of any
provision or breach shall not be a waiver of any other provision or breach.

14 NO AGENCY

14.2 This Agreement is on a principal to principal basis. This Agreement shall in no event be
construed in such a way that either Party constitutes, or is deemed to be, the representative,
agent, employee, partner, or joint venture of the other Party.

15 SEVERABILITY

15.2 If any part or all of any provision of this Agreement is illegal or unenforceable, it may be severed
from this Agreement and the remaining provisions of this Agreement shall continue to remain in
force. The Parties shall further endeavor to modify and give effect to the severed term to the
extent legally possible, keeping in mind the spirit and intent of the Agreement.

16 SURVIVAL

16.2 Any provisions of this Agreement, which by their nature are meant to survive the termination of
this Agreement or are specified as such, shall continue to be binding, notwithstanding such
termination. If any provision of this Agreement are held to be invalid, illegal or unenforceable, it
shall be enforced to the maximum extent possible or as mutually agreed between the Parties,
and the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby. The Parties shall nevertheless agree and settle upon terms and
conditions that are as close to the original intent of the Parties and which is valid, legal and
enforceable.

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17 ARBITRATION

17.1 All disputes and differences of any kind whatsoever arising out of or in connection with this
Agreement that is not resolved subject to Clause 19 shall be referred to arbitration. Each party
will nominate one arbitrator and the arbitrators so appointed shall appoint the third Arbitrator.
The arbitration proceedings shall be in accordance with Arbitration and Conciliation Act 1996. The
arbitration shall be at Mumbai and the proceedings shall be held in English.

18 GOVERNING LAW AND JURISDICTION

18.1 All questions concerning the construction, validity and interpretation of this Agreement will be
governed by the laws of India.

18.2 Both the Parties agree that any statutory amendments notified by Government authorities and
government bodies though a notification or changes in acts governing statutory employee
payments or through labour law changes, or provisions under these acts, like Minimum wages,
Dearness allowance, PF, ESIC, PT, Bonus, Gratuity, etc., or statutory taxes like Goods & service
tax, income tax, education cess, any other mandatory levies, etc., will be immediately effected
from the effective date as mentioned in such notifications with due intimation to the Client about
applicability. SERVICE PROVIDER will be invoiced difference amount if any, due to the said
notification/revision to the Client immediately with the effective date and it is binding on the
client to pay such invoices. In case client fails to pay such invoices then client shall indemnify
SERVICE PROVIDER for any loss, damage, penalties, third party claim etc. arising due to the non-
payment.

18.3 Subject to the Clause 18.1 above, the courts at Kolkata shall have exclusive jurisdiction.

19 CLRA ADHERENCE

Service Provider shall get license under the Contract Labour (Regulation and Abolition) Act
‘CLRA’, if applicable. It shall be binding on Client to provide Form-V & Registration Certificate to
the SERVICE PROVIDER at all times during the term of this Agreement, as per the Act.

20 AMENDMENTS

All changes and amendments to this Agreement or to any attachment thereto are valid only if
made in writing and signed by both Parties.

21 COUNTERPARTS

a. This Agreement shall be executed in 2 (two) counterparts, with 1 (one) each to be retained by
the respective Parties. Each counterpart shall be treated as an original and shall be capable of
being enforced without reliance on the other counterparts as an original document.

22 NOTICES

22.1 Any notice, request, consent, waiver or other communication required or permitted hereunder
shall be effective only if it is in writing and shall be deemed received by the Party to which it is
sent (i) upon delivery when delivered by hand, (ii) three days after being sent, if sent with all
sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii)
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 when transmitted, if sent by confirmed facsimile, or (iv) 14 days after the date sent, if sent by
certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

If to Client : _________________________

Address: _____________________

___________________________

Email: ___________________

If to Service Provider: Name & Address of Staffing Company

23 ENTIRE AGREEMENT

This Agreement, including the annexures and exhibits, that may be annexed hereto, constitutes the
entire and exclusive agreement between the Parties with respect to its subject matter and supersedes
all prior and contemporaneous communications and understandings between the Parties, written or
oral, relating to its subject matter. This Agreement may only be amended in writing and duly executed
by an authorized representative of each Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Signed for and on behalf of Signed for and on behalf of,

Client Name Name of Staffing Company
Client aforesaid, the Service Provider aforesaid

____________________________ ______________________
Authorized Signatory Authorized Signatory

ANNEXURE A
(“Scope of Work/Services”)

1. The Service Provider shall receive and record the requirements of the Client Name and ensure its
accuracy.

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2. The Service Provider shall identify suitable, potential Candidates as per specification of the Client Name
and supply the Bio-data of the said candidates to the Client Name.
3. The Service Provider shall be responsible for ensuring that specific and correct information is given to the
Potential Candidates about the Client Name.
4. The Service Provider shall furnish comprehensive information about a Potential Candidate, which is
available with Service Provider, and provide any other information that may be relevant for recruiting
process to the Client Name.
5. The Service Provider shall play the role of a Coordinator between the Client Name and Potential
Candidates in fixing the Venue, time and such other matters relating to Interview and recruitment
process, till a prospective Candidate joins the service of the Client Name.
6. The Service Provider shall be responsible for the complete HR Formalities after the selection Client Name
on monthly basis on behalf of the Client Name.
7. The Service Provider shall be responsible for the monthly salary payment to the Candidates.

ANNEXURE B
(“FEES”)

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Sl. No. Particulars Rate (Amount/Percentage)

1 One Time Sourcing Fees Rs. 2000/- per employee

2 Attrition Backfill Guarantee at No Cost 60 Days

3 Monthly Management Fees Rs. 500/- per employee
Any other Payout over and above the Salary (like
4 4%
Incentives / Reimbursements )

5 Salary Cycle 21st - 20th of Each Month

1st of the every month – Depending on

6 Payment to Employee
Working day

Payment Terms - Salary / and Other Cash and Carry -CP Collect and Pay (Before
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Reimbursement / Incentive etc the Salary is rolled out)

8 GST Will be Charged As per the Laws Applicable

9 TDS to be Deducted on Monthly Invoice u/s : 194 C @ 2 % on Invoice Value

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