AgreEement Brand Factry Ok

8/14/2019 AgreEement Brand Factry Ok

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SERVICES AGREEMENT

This Agreement is entered into in U P on the _____th day of ________ , 2006

Between

Pantaloon Retail India Limited, a company duly incorporated under the Companies Act, 1956 and having its

Registered Office at Knowledge House, Shyam Nagar, Off. Jogeshwari Vikhroli Link Road, Jogeshwari (East),Mumbai 400 060, hereinafter referred to as PRIL (which expression, unless it be repugnant to the context or

meaning thereof shall be deemed to mean and include its successors and assigns) of the One Part;

And

EDGE FACILITY MANAGEMENT PVT LTD, a company duly incorporated under the Companies Act, 1956

and having its Registered Office at 5, S -530 / 301, Third Floor, Tyagi Chambers School Block Shakkarpur

Delhi-92 hereinafter referred to as Contractor (which expression, unless it be repugnant to the context or

meaning thereof shall be deemed to mean and include its successors or assigns) of the Other Part.

WHEREAS,

(i) PRIL and its Affiliates are in the business of Retail stores as well other related business with a multi

locational presence throughout India.

(ii) Contractor has represented to PRIL that Contractor has the necessary infrastructure, expertise,

experience and knowledge to provide certain Services (as hereinafter defined) to PRIL

(iii) Contractor has offered to provide the Services to PRIL.

(iv) PRIL has agreed to avail of the Services (particulars whereof are set out in the Scope of Service

Annexure A hereto) to be provided by Contractor on a non-exclusive basis with respect to the Area on the terms

and conditions mutually agreed by and between PRIL and Contractor.

(v) All work orders issued by PRIL to Contractor for provision of Services under this Agreement shall be

governed by the terms of this Agreement.

NOW, THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO ASFOLLOWS:

1. Definitions :

Affiliate shall mean with respect to any Party, any other person directly or indirectly

Controlling, Controlled by, or under direct, indirect or common Control with, such person.For the purposes of this definition of Affiliate, Control, Controlled or Controlling shall mean, with

respect to any person, any circumstance in which such person is controlled by any person by virtue of

the latter person controlling the composition of the board of directors or managers or owning or

controlling percentage of the voting securities or interests of such person or otherwise.

Area shall mean the area specified in Annexure C and any other designated location assigned by PRIL from time to time, to Contractor to perform its Services in accordance with this Agreement.

Parties shall mean the joint reference to PRIL and Contractor.

Party shall mean either PRIL or Contractor.

Services shall mean all services necessary or required to be rendered by Contractor to effectively

meet the requirements ofPRIL and as specifically set out in Scope of Services Annexure A hereto.


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"Service Fees" shall mean and include the total amount paid under this Agreement by PRIL theContractor as the contractual amount and as consideration for Services as set out in Annexure A and as clearlyspelt out in Annexure B inclusive of statutory levies, charges, taxes, fees, cess and other statutory payments.

Appointment

2. PRIL hereby appoints Contractor on a non-exclusive basis and Contractor hereby accepts the

appointment and agrees to provide the Services in the Area and agrees to provide Services moreparticularly set out in Annexure-A hereto in accordance with the terms and conditions set out herein.

Term

3. Unless terminated earlier, the appointment of Contractor shallbe for a period of __________ months commencing from __________ and ending on ______________.

This Agreement may be renewed after the said period for a further period of 12 (twelve) months as per

mutual discussion.

Services

4. Contractor agrees that:

4.1 Contractor shall provide Services as discussed and detailed in the Area . PRIL shall be entitled, at itssole discretion, to enlarge or curtail the Area. ( Refer Annex H , Essential deployment at each post in the store)

4.2 Contractor shall comply with the catalogue, instruction manual, circulars provided by PRIL forperforming the Services.

4.3 Contractor shall not do or cause to be done any act whereby or by reason whereof the reputation and

goodwill of PRIL is adversely affected in any manner whatsoever.

4.4 At all times, all the Services provided by Contractor shall be of the highest standards.

4.5 Contractor shall develop its own network and arrangements and recruit its own employees for providing

Services as referred to in the Scope of Services Annexure A.

4.6 Contractor shall at all times, employ adequate number of competent, qualified and experienced

individuals to carry out the Services. If required by PRIL, Contractor shall provide resumes and such other

details of its employees to PRIL. The requisite qualitative requirement for Contractor employees is given in

Annexure D to this Agreement.

4.7 Contractor shall employ all its employees providing Services under this Agreement on a rotational basis,

as per procedures laid down by PRIL. However, the Contractor shall not transfer their employees on rotation

until it is first approved by PRIL.

4.8 Contractor shall ensure that all its employees report for duty on time and as per their respective

schedules/shifts. Contractor shall at all times ensure that all its employees record their entry and exit times for

duty as per procedures laid down by PRIL. PRIL shall at any time have the right to audit and inspect all records

relating to the above.

4.9 All the employees of Contractor shall be sufficiently trained and shall have adequate knowledge of the

Services to be provided.

4.10 Upon instructions from PRIL, Contractor shall replace any employee of Contractor from the team of


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employees providing Services, if in the reasonable opinion of PRIL, such employee is not suitable.

4.11 PRIL shall at its own discretion, require Contractor to curtail or increase the number of persons

providing Services

4.12 All persons employed by Contractor for rendering Services hereunder shall be employees of Contractorand Contractor shall be solely liable and responsible for timely payments of all dues to such employees, such as

salaries, wages and other dues.

4.13 All persons engaged in providing Services under this Agreement, shall be under direct control andsupervision of Contractor and they shall not be deemed to be employees of PRIL. Contractor shall indemnify and

hold harmless PRIL against all claims, costs, losses including damages that may arise from any claims by any

person engaged by Contractor.

4.14 Contractor shall promptly pay all undisputed claims, dues, salaries, statutory compliances and wages of

all its employees providing Service under this Agreement. Contractor shall pay all dues, salaries and wages of its

employees via ECS facility/or by cheque to the designated bank account and proof of the same shall be duly

provided to PRIL on a monthly basis.

4.15 Contractor shall be liable and responsible for meeting all liabilities of the employees employed byContractor for providing Services hereunder and meet such liabilities in a timely manner in compliance with all

the applicable laws.

4.16 Contractor shall be solely liable and responsible for meeting all liabilities arising out of death or anyinjury caused to employees employed by Contractor for providing Services hereunder

4.17 PRIL shall not be liable for any payments, dues, wages and salaries of the employees of Contractor.

4.18 Employees of Contractor shall enter PRIL premises only when specifically instructed to do so and shall

at all times obey PRIL rules and regulations. Employees of Contractor shall not cause any nuisance in PRIL

premises or inconvenience to any other person thereat.

4.19 PRIL shall not in any way be responsible for the debts, liabilities or obligations of Contractor and/or

Contractors employees.

4.20 Contractor shall not subcontract any Services under this Agreement to any subcontractor without the

prior written consent of PRIL.

Support and Office Material

5. PRIL may provide stationery and/or equipment ( Metal Detectors etc) to Contractor to be used fordelivering the Services to PRIL. Contractor shall use such material and/or equipment solely for the purpose of

rendering Services hereunder in accordance with instructions of PRIL and for no other purpose. Upon expiry or

termination of this Agreement, Contractor shall promptly return or deal with all such material and/or equipmentin accordance with PRIL instructions.

Payment and Settlement of Accounts

6.1 In full consideration of the Services to be provided by Contractor hereunder PRIL shall pay to Contractor the

Service Fee as set out in Annexure-B hereto.

6.2 Contractor shall maintain at all times cost records and accounts related to this Agreement. PRIL shall have

the right to examine, with advance notification, such records and accounts for the purpose of verifying


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requests for payment when costs are the basis of such payment.

6.3The format and process for the invoices is more specifically given in Annexure E to this Agreement.Invoices shall be delivered on the 21 st of each month for the Services rendered for the previous month.

For seeking reimbursement, Contractor shall submit PF and ESIC Challans for its employees engaged in

providing the Services on a monthly basis. In the event of any discrepancies or errors in the invoices

submitted by Contractor, the payment period shall be calculated from the receipt of the revised and

corrected invoice. PRIL shall pay the amounts due to Contractor within a month of receipt of correctinvoice.

6.4 In case the subject matter of a dispute is the invoiced amount, then PRIL shall give 10 days notice to

Contractor to rectify the dispute and if the dispute is not rectified by the Contractor then PRIL shall

have the right to withhold only Services charges of disputed amount until the full and final resolution of

the dispute.

Taxes & Duties

6A.1 The Service Fee as set out in Annexure B shall be subject to tax deduction at source (TDS) as per the IT

Act, 1961 and Rules thereto and shall be inclusive of all other rates and duties levied in India. Contractor

will be responsible for all taxes (except service tax as given in Annexure B) including any personal taxesof its representatives, levies or any surcharge. Any increase in duties, levies or taxes (other than service

tax) shall be borne solely by the Contractor and shall not result in any increase in the Service Fee

mentioned in Annexure B. However, any increase in the minimum wages and related taxes as applicable

under law on PRIL as a principal employer will be borne by PRIL

Contractor Representations

6B.1 Contractor represents that:

(a) Contractor is an entity duly organized, validly existing and in good standing under the laws of itsorigin, qualified to do business in all jurisdictions relevant to its receipt of the Services, with all

requisite power to enter into and perform its obligations under this Agreement in accordance with its

terms;

(b) Contractor has, and will maintain at all times during the term of this Agreement, at its own expense,all rights, titles, licenses, permissions and approvals etc necessary in connection with its

performance of its obligations under this Agreement, including all underlying rights and those

necessary to perform the Services specified therein; and

(c) Contractor, its officers, subcontractors, employees, agents, representatives, consultants, and/or otherauthorized persons have no pending or threatened litigation or action (including any criminal cases,

complaints, investigations) of whatsoever nature.

(d) The Contractor shall conduct background check of all of its workers deployed or to be

deployed in the Outlets/Stores of PRIL prior to their posting in the Outlets/Stores and ensurethat such persons were/are not involved in any criminal or immoral activity before or charge

sheeted by police or any authority in connection with any offence. The Contractor shall alsoprovide RPIL with complete personal details of each and every person posted by it in the

Outlets /Stores with supporting documents to substantiate the personal identities of such

workers.


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Indemnities

7.1 Contractor shall at its own cost and expense, release, defend, indemnify and hold harmless PRIL for

payment of all statutory dues and employee benefits. Contractor agrees to release, defend, indemnify and

hold harmless PRIL, its Affiliates and their officers, directors, employees and agents from and against

any and all losses, liabilities, claims, obligations, costs, expenses (including, reasonable attorneys fees),

which result from, arise in connection with or are related in any way to claims by third parties, includingbut not limited to any officers, employees, agents, consultants and subcontractors of Contractor incurred

by PRIL for:

(a) Injury (including physical or mental injury, libel, slander and death) to person(s) or loss or damage to

tangible property, caused by (or relating to strict liability of) Contractor or any subcontractor or its ortheir respective officers, employees, representatives or agents;

(b) Violations of applicable laws, applicable permits, codes, ordinances or regulations by Contractor or

any subcontractor;

(c) any other liability or loss that shall: (i) have resulted from any negligent or willful act or omission or

from the default of Contractor or any subcontractor or its or their respective officers, employees,representatives or agents in the performance of the Agreement; or (ii) shall be a liability or loss for

which Contractor or any subcontractor are legally liable;

(d) Breach of any terms of this Agreement.

7.2 For the purposes of the Section 7.1, a reference to Contractor" shall include Contractor and its officers,subcontractors, employees, agents, representatives, consultants, and/or other authorized persons.

7.3 To avoid any doubts, it is clarified that PRILs remedies provided under this Section are in addition to the

provisions for penalties provided under Annexure A to this Agreement.

Confidentiality

8.1 Contractor 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 PRIL. The

breach of this Section shall be construed as a material breach and PRIL may terminate this Agreement

forthwith in case of breach on the part of Contractor. 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 andwith 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 Section 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.


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8.2 Contractor agrees that any of PRIL technical or business information that Contractors employees or

agents acquire while on PRIL premises, or through access to PRIL computer systems or databases while

on or off PRIL premises, shall be deemed confidential information.

8.3 All information provided by PRIL to Contractor shall, at all times, remain the sole and exclusive

property of PRIL. Upon termination/expiry of this Agreement, confidential information shall be returned

to PRIL or destroyed in accordance with the instructions of PRIL and evidence of such destructionshould be provided to PRIL to its reasonable satisfaction. PRIL may at its sole option, witness the

destruction.

8.4 For the purposes of the Section 8, a reference to Contractor" shall include Contractor and its officers,subcontractors, employees, agents, representatives, consultants, and/or other authorized persons.

Relationship

9. It is agreed between the Parties that this Agreement entered into between them is strictly on a principalto principal basis. Under no circumstance shall PRIL be deemed to have instructed, communicated or

corresponded with any of Contractors employees in relation to Services under this Agreement.

Assignment

10.1. Contractor shall not assign or sub-contract this Agreement in whole or in part to any third party, withoutthe prior written consent of PRIL.

10.2. PRIL may at its sole discretion, assign this Agreement, and the rights and obligations to an Affiliate ofPRIL and accordingly inform Contractor of such assignment.

Advertisement

12.1 Any Advertisements undertaken by Contractor using the name of PRIL or associate companies shall

require prior written sanction / approval of PRIL. PRIL would have no obligation to reimburse full or

part expenditure of any advertising incurred by Contractor unless agreed to in writing before

commencement of such activity.

12.2 In any event, Contractor shall not use the name or logo of PRIL in any manner whatsoever either for

credit arrangements or otherwise.

No Agency

13.1 This Agreement is not intended to and shall not be deemed to bring into existence a relationship of

principal and agent between PRIL and Contractor. Contractor shall not represent or hold himself out as agent of

PRIL except to the extent provided under this Agreement.

13.2 Contractor shall not make any commitments or representations to the prospective subscribers or enter

into any agreement with them on behalf of PRIL.

Termination


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14.1 PRIL may at any time terminate this Agreement by giving ninety (90) days notice, orin lieu thereof pay one months Service Fee to Contractor; in the event of non performance of the job as

described in annexure a of this agreement.

14.2PRIL shall be entitled to forthwith terminate this Agreement by a notice in writing upon the

occurrence of the following events:

a) Insolvency of Contractor; or

b) Contractor ceasing to function as a concern; or c) Contractor being declared bankrupt in liquidation, whether compulsory or voluntarily;

or

d) Any change in the ownership or control of Contractor; or

e) Any breach by Contractor of any obligations under this Agreement; or

f) If the appointment or continuance of Contractor under this Agreement has or is likely to

result in loss of goodwill or reputation of PRIL or any of its directors of officers; or

g) Failure to conform to, or breach by Contractor of any applicable law ; or

h) Failure to perform the Services to the full satisfaction of PRIL.

i) Frequent absenteeism of employees of Contractor or absenteeism of employees of

contractor without being previously approved by PRIL

j) Non performance or under performance of the employees of Contractor.

14.3 Except for Sections 14.2 (e), (f), (g), (h), (i) and (j) in the event of a termination PRIL shall payContractor as full compensation all undisputed amounts due and not previously paid to Contractor for Services

rendered in accordance with the terms of the Agreement, prior to such notice, and for Services thereafter

rendered as specified in such notice subject to claims dues and setoffs by PRIL.

14.4 On termination or expiry of this Agreement Contractor shall immediately return to PRIL all technical

and business documentation or information and destroy all unused stationery.

14.5 Each Party shall abide by and uphold all rights and obligations accrued or existing as on the terminating

date.

Limitation of Liability

15.1 In no event the aggregate liability of PRIL and/or its Affiliates arising in any manner whatsoever shall

exceed the amount remaining unpaid (after setting off all amounts due from Contractor) in respect of Services

rendered prior to occurrence of the event giving rise to any liability of PRIL.

15.2 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,

including, without limitation, loss of profits or revenues arising under or in connection with this

Agreement.

Records and Reports

16. Contractor shall maintain records and accounts of all:

(i) Expenses relating to this Agreement;

(ii) Transactions financial or otherwise and/or correspondence entered into by and between PRIL

and Contractor and submit such reports to PRIL periodically as specified by PRIL; and

(iii) Such other records and reports as required under applicable laws and/or may be specified by

PRIL from time to time.


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Contractor shall diligently and faithfully submit such reports on a regular basis to PRIL in such format as

prescribed by PRIL.

Audit

17. Contractor shall submit to PRIL a monthly compliance statement recording its strict compliance with the

terms of this Agreement. In addition Contractor shall provide to PRIL, its internal and external auditors,inspectors, regulators and other representatives that PRIL may designate from time to time access at

reasonable hours to Contractor personnel and to Contractor records and other pertinent information, all

to the extent relevant to the performance of Contractor's obligations under this Agreement. Such access

shall be provided for the purpose of performing audits and inspections to: (i) verify the accuracy and

completeness of Contractor's invoices; (ii) verify the accuracy and completeness of pass-throughexpenses; (iii) examine the financial controls, processes and procedures utilized by Contractor in

connection with the obligations under the Agreement (iv) enable PRIL to meet applicable legal,

regulatory and contractual requirements. Contractor shall provide any assistance reasonably requested

by PRIL or its designee in conducting any such audit and shall make requested personnel, records and

information available during the Term and up to 3 (three) years thereafter. Contractor shall not be

required to provide any of its internal or external auditors to participate in such audit unless specifically

requested by PRIL in writing,

Compliance with Applicable Law

18. Contractor warrants that all Services under the Agreement shall be performed in strict compliance with

all applicable laws including but not limited to the Minimum Wages Act, Employees State Insurance

Act, Provident Fund Act and Payment of Bonus Act as also to any other order, ordinances, notifications,

rules, regulations, legislation or provision of or having the force, whether Central, State, Municipal or

otherwise, related to or pertaining to the execution or performance of the Services under this Agreement.

Contractor further warrants that it shall comply with any future law, order, ordinances, notifications,rules, regulations, legislation or provision related to or pertaining to the execution or performance of the

Services under this Agreement. Contractor shall execute and deliver to PRIL any documents as may berequired to effect or to evidence such compliance. All laws and regulations required to be incorporated

in agreements of this character are hereby incorporated herein by reference. For the benefit of the

Contractor, the guidelines for compliance of labour laws by the Contractor are set out in Annexure F to

this Agreement. The Contractor undertakes that it shall comply with the same at all times during the

term of this Agreement.

Settlement of Disputes

19.1 Neither Party shall be entitled to make any claim and or be liable to the other Party whether in tort

(including negligence) or in Agreement except as specifically provided in this Agreement.

19.2 Any claim arising out of or attributable to the interpretation or performance of this Agreement whichcannot be resolved by negotiation shall be considered a dispute within the meaning of this Section.

19.3 If for any reason PRIL and Contractor are unable to resolve a claim for an adjustment, Contractor shall

notify PRIL in writing that a dispute exists and request a final determination by PRIL. Any such request byContractor shall be clearly identified by reference to this Section and shall summarize the facts in dispute and

Contractor's proposal for resolution.

19.4 PRIL and Contractor will meet for negotiations at a mutually agreed time and place. The Parties shall

endeavor to settle the claim through discussions between the Parties duly appointed representatives. It is agreed


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by the Parties that if the matter does not get resolved within 15 (fifteen) calendar days from the commencement

of such negotiations, the Parties shall consider resolution of the dispute through arbitration.

19.5 Any dispute arising out of or attributable to the interpretation or performance of this Agreement shall not

be a reason for the discontinuation of Services under this Agreement by the Contractor.

Arbitration

20 All disputes and differences of any kind whatsoever arising out of or in connection with this Agreement

that is not resolved subject to Section 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.

Press Releases

21. Contractor shall not (or permit any Affiliate, or any third Party to) put out any press or other media

release or make any public announcement or statement relating in any way to the Agreement

contemplated herein, the business of PRIL or its Affiliates, the activities of PRIL or its Affiliates or any

other arrangement between the Parties hereto without the prior consent of PRIL.

Severability

22 If any section, paragraph or clause in this Agreement shall be held to be invalid or unenforceable in any

jurisdiction, in which this Agreement is being performed, then the meaning of such section, paragraph or

clause shall be so constructed so as to render it enforceable to the extent feasible and if no feasible

interpretation would save such section, paragraph or clause it shall be severed from the Agreement. If

such paragraph or clause is considered an essential element of this Agreement, the Parties shall promptly

negotiate a replacement thereof. In the event the Parties are unable to agree upon the replacement within

30 (thirty) days of the final rendering such terms invalid or unenforceable, PRIL may terminate this

Agreement upon 30 (thirty) days written notice.

Entire Contract

23.1 This Agreement and documents attached herewith constitute the entire contract between the Parties with

respect to the subject matter hereof.

23.2 No changes, amendments, modifications or waiver of any of the terms and conditions hereof shall be

valid unless reduced to writing and signed by duly authorised representatives of both Parties hereto.

Notices

24. 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) upondelivery 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) when transmitted, if sent

by confirmed facsimile, or (iv) seven days after the date sent, if sent by certified or registered mail,

postage prepaid, return receipt requested, addressed as follows:

Waiver

25. Failure by PRIL to enforce at any time or for any period any one or more of the terms or conditions of

this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms


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and conditions of this Agreement.

Jurisdiction

26. Subject to provisions of Section 20 the Courts in Mumbai will have the exclusive jurisdiction to

entertain and try any dispute hereunder.

IN WITNESS WHEREOF the Parties have executed these presents on the day and year herein above written.

For Pantaloon Retail India Limited. For_________________

Authorised Signatory Authorised Signatory

ANNEXURE A

SCOPE OF SERVICES

A. SCOPE OF SERVICE

DAILY SERVICES

Removal of waste material / garbage from the dustbins, buckets, mugs and entire premises including

the toilets, open areas / lawns and Gardens, etc.

2.Dusting and vacuuming of furniture, cup-boards telephone instruments and doors, Windows,

ventilators, blinds and glass partition using glass cleaning chemicals to keep all such articles dust freeduring the morning time.

3 Acid cleaning and scrubbing of toilets, washbasins, sanitary fittings using detergents, deodorants

and disinfectants at least twice a day.

5 Cleaning / moping of floor area by detergents, disinfectants, etc in the morning or as and when

required during the day.6 Provision of toiletries in the toilets in the morning after daily check up.

7 Vacuum cleaning / washing of carpets wherever provided at the Institute.

WEEKLY SERVICESMechanical washing and scrubbing of floor area with detergents, dust removing chemicals and

polishing of the floor areas, etc.

Removal of cobwebs, dusts, termites, insects, pests, etc.

3. Windows sponging and cleaning


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4 Keeping ceiling and table / pedestal fans, air conditioning grills dust free.

Cleaning of dustbins and buckets with detergents.

Up keeping of partition glasses and panes with utmost care and by application of glass cleaningchemicals.

Acid cleaning of sanitary wares.

Specialized cleaning of computers, peripherals, hardwares, telephones, workstations and other

Sophisticated equipments as per direction of the Principal.

B. ADDITIONAL JOBS:

above, the Contractor shall provide supplementary office support for the occasion like visits of VIP, Annual

General Meetings of PRIL, social / cultural / sports programs or any other eventualities, for which sufficient

advance intimation shall be given, whenever possible. Compensation for this additional manpower shall be given

as agreed upon.

C. OTHER CONDITIONS:

For providing administration, supervision & control as well as to maintain liaison with PRIL & other outside

agencies, the Contractor shall maintain to the satisfaction of the authorized officer of PRIL, required

organizational set up near the PRIL site within a radius of 3kms.

In case, personnel deployed by the Contractor go on strike, go for agitation or remain absent or remain inactive

in a manner not conducive to PRILs interest, the Contractor shall promptly replace them by such effective &

efficient persons. In case the Contractor does not provide replacement promptly, then PRIL may deduct

Rs._____________/- per employee of the Contractor per day of absenteeism.

The total compensation for the services of the Contractor shall be subjected to

deductions for absenteeism, late coming or early leaving etc. of its employeesand compensation, if any, for nonperformance of the duties of the Contractor. It isobligatory on the part of PRIL to inform the Contractor about the absenteeism orlate coming, early leaving or breach of duty by the agency within ten days fromthe date of knowledge.

Whenever Contractor through his personnel, deployed at any of PRILs premises, notice or hear any thing

against the interest of PRIL, it shall report the same promptly to the authorized officer of PRIL.

The Contractors personnel shall not engage themselves, directly or indirectly, in any commercial activities oremployment over & above their employment with the Contractor.

All personnel deployed by the Contractor shall be respectful & shall possess required tact & patience in the

performance of their duties & shall discharge their duties in a most befitting manner keeping the honour &

dignity of PRIL as high as possible.

The Contractor shall provide at its own cost, proper & attractive uniforms & equipment (Refer Annex I

Uniform by service provider)to all the personnel deployed by it. However, before such uniform is prescribed, the

Contractor shall obtain the opinion of PRIL in this regard. All personnel deployed shall keep a smart, active &

impressive appearance & shall put on the uniform in well washed, pressed neat & tidy condition.

The Contractor shall rotate the personnel deployed at suitable intervals or as & when suggested by PRIL.


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The Contractor shall ensure availability of one of its senior representative all the time in its office to be

maintained near PRILs site / within a radius of 5 (five) kilometers, from PRILs site who will, in his capacity as

the authorized representative of the Contractor, liaise with PRILs officer in charge of office support activities.

The Contractor shall ensure that in case of any emergency/ mishap /requirement it is able to be at the PRIL site

within a response time of not more than 30 minutes round the clock 24/7.

The Contractor shall provide a list of names / addresses / contact numbers of at least five senior executives who

can be contacted at any time by the PRIL management.

The Contractor shall ensure that its personnel observe the code of conduct & discipline expected of an office

staff. The employees provided by the Contractor shall maintain perfect disciplineand behavior and they shall not in any manner cause any interference,annoyance, nuisance to the management of the Company or its business or workor its officers/ employees/customers and other contractors.

D. PROVISION FOR PENALTY:

1. In case of any theft, pilferage, loss or damage to PRILs properties & persons, attributable to thenegligence or omission in duty on the part of the personnel deployed by the Contractor, PRIL shall be

entitled to levy an appropriate penalty as it deems fit for each such case, which shall be decided after

enquiry conducted by PRIL and Contractor mutually.

2. The lump sum monthly remuneration referred to in the work order is for satisfactory performance & for

fulfillment of the requirement in an adequate manner by the Contractor as per the Scope of Services

described herein above in this Annexure. In case of any unsatisfactory performance or any inadequacynoticed in a particular month by PRIL, an appropriate amount shall be deducted for that month as per

mutual agreement.

ANNEXURE B

Service Fee

Service Fee to be paid to Contractor shall be as specified in the respective work order.

Notes:

1. Service Fee shall be inclusive of all rates and taxes levied in India but shall exclude Service Tax.2. Service Fee shall be payable on a monthly basis as per Annexure E.

3. Taxes will be deducted at source at the rates applicable and the service tax will be paid extra at

the prevailing rates if claimed in the invoice.

ANNEXURE C

AREA

Protection of PRILs assets at all its sites /stores / project offices / ware houses / regional offices and all premises

spread across -------------------------------------- , tangible or intangible including men & machinery and providing

administrative & office support services as per the Scope of Services provided in Annexure A to this Agreement.


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ANNEXURE D

FORMAT OF INVOICE

INVOICE

From :Name & Address of the Contractor

Invoice No Dated-

WO No.- Dated

Service Period

Vendor Code

To,

Pantaloon Retail India Limited

Attn. : Mr. _______________

P.A. No.

EPF A/c No.

ESIC No.Service Tax No.

Bank A/C No.

Bank

Name/Add.

Sr.

No.

Particulars of Service Duty Post Rate per Duty

Post

Amount (Rs.)

1.2.

3.

4.

5.

6.

Providing of House

Keeping Service

Total

Adjustments, If Any

Service Tax

Grand Total


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(Total Bill Amount in Words)

Authorized SignatoryName:

Encl : Compliance Check list Title :

(No. of Pages_______)

COMPLIANCE CHECK LIST CUM CERTIFICATION

Verification

Sr.

No.

Check Points Agency PRIL

Zonal

EIC

PRIL

Central

Sec.


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1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

Bill is submitted on or before 1st of every month for Services

rendered in the previous month

(Date of Submission :)

Attendance sheet is enclosed in Annexure- 1

PF Challans copies of previous month enclosed in Annexure 2

ESIC challan copies of the previous month enclosed in Annexure-3

Service tax payment challan copies of the previous month enclosed

in Annexure 4

Specification of Manpower

All the Manpower deployed are as per the specification of

the Agreement.

Payment of Wages

Payment to all the personnel for providing Services under this

Agreement has been made as per the relevant statute. The proof ofthe same such as copy of Bank statement/ summary of wage sheet

as a proof has been shown

Vacancy on account of absenteeism

No post has been remain vacant during the billing month, except

those as mentioned in Annexure - 5

Rotation Program

Rotation program effected as per the rotation program during the

billing month as per the Annexure -6

Bank GuaranteeWe have submitted the Bank Guarantee of Rs. ____________ as

per the terms of the Agreement. The expiry date of the BG is

_______________

MISThe MIS as per the Agreement/or as intimated by PRIL has been

submitted to the security department on daily / weekly/monthly

basis

Complaints

There is no complaints regarding unsatisfactory service, behaviour

of manpower & damage to PRILs property etc., except thoseenumerated in the Annexure - 7

Other Terms & Conditions

All the other terms & conditions of the Agreement are complied

with.

Deductions

The applicable deductions on account of the non-compliances are as

per the Annexure- 8

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N

Y N


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Enclosures of Formats:

1) Annexure -5 (Vacancy on account of Absenteeism)

2) Annexure 6 (Rotation Program)

3) Annexure 7 (Complaints)4) Annexure 8 (Deductions)

5) Annexure 9 (Payment process Flow Chart)

Annexure -5

(Companys Name)(Companys Name)__________________________________________________________________________________________________________________

(Address)(Address)

__________________________________________________________

Vacancy on account of Absenteeism

S. No. Location of the Post Zone No. of Vacancy manned

by Substitute

(Authorised Signatory)

Name:

Title:


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Date:

Annexure 6


(Address)(Address)

__________________________________________________________

Rotation Program

S. No. Particulars No. of employees

1 No. of employees deployed in the previous

Month

2 No. of employees rotated during the month

(Internal / External)

3 Balance employees to be rotated

(Note The replaced employees are as per the specification of the Agreement & possess valid gun

license)


Name:

Title:

Date:


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Annexure -7


(Address)(Address)

__________________________________________________________

Complaints

Sr.

No.

Location / Post Particulars of Complaints Details of Corrective

action


Name:

Title:

Date:


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Annexure 8


(Address)(Address)__________________________________________________________

Deductions

S. No. Nature of Non compliance Max. Penalty Recommended

Penalty (Rs.) *

13.1 Statutory Compliance *

13.1.1 Non remittance of EPF Dues13.1.2 Non remittance of ESIC Dues

13.1.3 Non remittance of Service Tax

13.2 Other Compliances

13.2.1 Post remain vacant

*13.2.2 Non adherence to rotation program

13.2.3 Complaints non resolved

13.2.4 Security Guard/Employee found

sleeping/ not in proper Uniform

13.2.5 Any other penalty

13.3 Total Deductions

* To be recommended by PRIL and mutually agreed by both parties after investigation.


Name:

Title:

Date:

Annexure -9


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ANNEXURE F

GUIDELINES FOR COMPLIANCE OF LABOUR LAWS BY THE CONTRACTOR

GENERAL

The Contractor, shall be solely responsible for the strict compliance of labour laws, industrial laws & such other

laws, which are applicable from time to time including but not limited to, notifications, amendments or additions/ corrigendum, which are made / issued by competent authorities.

The Contractor shall also be responsible for various taxes / levies of the State Government/ Central Government

& other statutory bodies.

The Contractor, at its own expenses, shall comply with all labor laws / industrial laws & such other laws

including rules made there under as well as other governmental orders & shall keep PRIL indemnified by

executing an indemnity bond in respect thereof for a period of 3 (three) years after the expiry/termination of this

Agreement.

The Contractor shall not deploy / engage any person, who has not completed the age of 18 (eighteen) years on

the date of his deployment / engagement.

Contractor, before deploying any persons for working, shall issue identity cards with photo to every person

engaged by it, which shall be duly countersigned by the nominated officer of PRIL.

The Contractor, at its own cost, shall provide all safety appliances & such other personal protective gear to its

employees, which are required for safe working.

Medical Examination: As per the statutory provisions of the applicable Labour Laws medical examination of

each person deployed at the site shall be the duty of the Contractor.

The Contractor at its own cost shall provide all amenities / facilities for welfare of its employee as required

under the provisions of the Contract Labour (R&A) Act / Inter State Migrant Workman Act or such other Act.

The Contractor shall display notices in English & Local language at conspicuous places in the establishment

showing

*Rates of wages

*Hours of work

*Wage period

*Date of wages payment

*Name & address of the Inspector having jurisdiction under the Act &

*The date of payment of unpaid wages.

& will send copies of such notices to the Inspector from time to time

Contractor will maintain its office at the place wherein the response time in case of any eventuality is not more

than 30 minutes. Contractor will also keep an appropriate person knowledgeable on statutory compliances &

maintain all statutory records as in-charge of that office. Such records & registers shall be made available by

Contractor at any time for inspection by the nominated / authorised officer of PRIL if so required.

The Contractor shall not give any formal designation to any of its employees except that of-

A) Skilled workman.

B) Semi skilled workman.


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C) Unskilled workman.

Some of the major statutory liabilities & obligations of the Contractor arising out of various labour laws,

industrial laws & such other laws are given below.

Before commencement of Services under this Agreement, Contractor shall submit following documents to HR

Department of PRIL:

*A copy of the letter of intent / work order issued to it by PRIL.

*An attested copy of the document showing the legal status of its firm / company.

*An attested copy of the document showing allotment of PF code number to comply with its firm / company by

the Regional Provident Fund Commissioner.

*A copy of the receipt or cover note or insurance policy taken by it to comply with the provisions for theWorkman Compensation Fund Commissioner.

*A copy of the license from the competent authority under the Contract Labour (R&A) Act.

*A copy of the license from the competent authority from the state, from which the Contractor has recruited the

employee & also a copy of license from the commissioner of labour of the state where it is deploying the

employee, under the Inter State Migrant Act, if the Contractor has recruited any employee from a state other than

state of deployment & has deployed such employee at the site of PRIL for execution of the Services. Indemnify

Bond shall be executed by Contractor on non judicial stamp of Rs. 50/- daily notarized & completed in allrespect.

CONTRACTOR LABOUR (REGULATION & ABOLITION ACT)

The Contractor, if employing 20 or more number of employees, shall obtain & maintain a valid license as

required under the provisions of the Act during the term of the Agreement.

In case, the license expires during the term of the Agreement, Contractor shall get it renewed from the competent

authority well before its expiry.

The Contractor shall ensure that the number of employee deployed by it does not violate the license.

The Contractor shall, within 3 days of the deployment, issue an ID card.

The Contractor shall send the notice of commencement & notice of completion of assigned work under Form

No. VI (A) within 15 days of the event in both the cases to the Licensing Authority.

The Contractor shall disburse the wages through electronic transfer.

The Contractor shall give paid leave to such of its employees, who have worked for 240 days or 2 / 3 of total

number of working days during the previous calendar year @ 1 leave for every 20 working days. Contractor

shall issue Leave Card in Form No. XIX to each of such employees.

The Contractor shall display the abstract of the Act & the rules made there under in English & Local language at

conspicuous & convenient place in the establishment.

The Contractor shall provide various facilities such as drinking water, canteen, rest rooms, First aid boxes, etc.,

to its employee as applicable under the provisions of Sections 16 to 19 of the Act.

INTER STATE MIGRANT WORKER ACT

If the Contractor plans to recruit any person(s) from the state other than the state of deployment at PRIL site,


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Contractor shall obtain a licenses under Rule 7 (I) of the Rules (Central) made under the Act from the licensing

authority of the state from where Contractor plans to recruit the person (s) & also from the licensing authority of

the state of deployment, where the establishment is situated under Rule 7 (b).

The Contractor shall in such cases pay Journey Allowance equal to 50% of monthly wages or @ Rs.75/-,

whichever is higher to the persons at the time of recruitment.

The Contractor shall issue a passbook to every Migrant Workman (employee).

The Contractor shall furnish particular in respect of Migrant Workman if person is recruited from outside the

state in which he is deployed.

The Contractor shall provide to the Migrant Workmen various facilities specified under the Act such as suitableresidential accommodation of specified area, medical facilities (free of charge), protective clothing etc.

The Contractor shall notify every fatal accident & serious accident sustained of the concerned employee.

PROVIDENT FUND & MISCELLANEOUS PROVISIONS ACT:

The Contractor shall cover each of its employees/personnel under the Provident Fund Act from the every firstday of his employment with it.

The Contractor shall deduct employees contribution, will add employers matching contribution toward PF,

Family Pension Scheme, Deposit Linked Insurance scheme, administrative charges etc. at the rates fixed by the

government authorities form time to time & shall deposit both these contribution by 15th of every month.

The Contractor, by 20th of every month, shall submit a copy of the challan to the Store manager / security in

charge together with a statement showing the name of workman / employee, amount of wages paid, amount of

employees contribution deducted, amount of employers contribution & total amount, so deposited.

The Contractor by 16th of every month shall display on the notice board a copy of the statement giving the details

of Provident Fund amount deposited by it for its employees as mentioned above for information of employees.

The Contractor shall, within 2 months from the close of the financial year i.e. by end of May every year, arrange

to obtain the Provident Fund Slip for each of its employees, shall hand it over to the employee after obtaining his

receipt & shall send a written intimation to that effect to the Store manager / security in charge by 15 th June

every year together with the list of employees for whom the Provident Fund Slips are given.

MINIMUM WAGES ACT:

Contractor shall pay to its employees the minimum wages fixed by the appropriate authority or at the rateprescribed under the contract for different items of work, if any, whichever is higher.

PAYMENT OF WAGES ACT:

Contractor shall pay wages to each of its employees before the expiry of 7th day of the succeeding month.

The billing circle shall be from 21st of every month to 20th of next month.


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The Contractor shall display notices on its notice board, showing the rates of wages, hours of work, wage period,

date of payment of wages, name and address of the inspector under the Minimum Wages Act having jurisdiction.

Notice shall be displayed in the language understood by the majority of the employees and also in the regional

language.

The Contractor shall maintain various registers such as advance register, over time register etc. required under

the Act and make them available for inspection to PRILs authorized officer / authorities under the Act, whenasked for.

Where the employment of any of its employees is terminated / retrenched by the Contractor, Contractor shall

ensure that the said employee is removed from the premises of PRIL and in no way hinder the smooth

functioning of the site.

The Contractor shall ensure that wages are paid by it to its employees directly without intervention of any other

middle agency / person such as Jamadars / Agents / Thekedars etc. and that no amount by way of commission or

otherwise is deducted from the wages of the employees.

WORKMEN COMPENSATION ACT / EMPLOYEES STATE INSURANCE ACT:

The Contractor shall take the ESI code number if applicable and should ensure that all its employees are

identified with an insurance number such as to facilitate the payment of ESI contributions. The Contractor is

liable to pay its contribution in respect of every employee and deduct employees contributions as per the

specified rates to the corporation within stipulated time.

Or in case ESI Act is not applicable then the Contractor shall make payment of compensation in case of accident

/ injury in accordance with the provisions of Workmen Compensation Act.

Till the Employees State Insurance Act is made applicable by the competent authority to the area of the

establishment, the Contractor shall insure all its employees/personnel under the Workmen Compensation Act bytaking an insurance policy to cover itself against all claims and shall extend it to the legal heir within the

specified time.

The Contractor shall submit a copy of insurance policy to the officer deputed by PRIL and keep it renewed from

time to time during the tenure of the Agreement. First RA bill of the Contractor will be cleared only after receipt

of the workmen compensation policy by the.

to the officer deputed by PRIL

While making such payment through insurance policy, Contractor shall not recover any amount given/spent by it

for the concerned employee for any expenses, except half-monthly compensation, if paid during treatment.

The Contractor shall submit accident report in Form No. I to the immediate to the officer deputed by PRIL andalso Complaints to the concerned statutory authorities within 24 hours in case of fatal accident and within 2

days in case of non-fatal accident.

INDUSTRIAL DISPUTE ACT:

Any employee being retrenched by the contractor shall be as per the guidelines laid out in the HR policies of the

contractor and also as per the Law laid down in the industrial dispute act. It shall have no binding on PRIL


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whatsoever.

The Contractor shall furnish a list of employees, whom it intends to retrench along with their date of joining,

wages and other details to HR Dept. The date, time and place of payment of full and final dues to such

employees shall also be intimated by the Contractor to HR Dept.

PAYMENT OF BONUS, GRATUITY ETC:

The Contractor shall also pay Bonus & Gratuity to its employees/personnel, if any from time to time.

Annex - H

Essential Deployment On Each Post In The Store

Ser No PostNo: of

SupervisorNo: of

Guards

AdditionalGuards

Required forWeek days

Remarks

1 Entry

2 Exit

3 Back office Exit

4 Back office Entry 5 Ladies Toilet

6 Gents Toilet

7 Ladies Change room

8 Gents Change room

9Supervisor for store lessthan 50000 sq feet

10Supervisor for store morethan 50000 sq feet

11 Vigilance

12 Baggage Counter

13 Loading / Unloading Bay

14 Warehouse in the Store 15 Gold Stall

16 Escalator exit

17 Escalator entry

18Deployment during silenthours for store more than70000 sq feet

19Deployment during silenthours for store less than70 sq feet


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20Deployment during silenthours for stores which arepart of mall

The number of security personnel to be deployed in the store shall be mutually agreed and frozen by the reps ofRIL and CONTRACTOR

Uniform To Be Provided To The Security Personnel By CONTRACTOR

SerNo

Uniform NumbersPer Year

At the timeofinduction

Supervisors Guards LadyGuards

Gunman Remarks

1 Pants 2 Yes Yes Yes Yes Yes

2 Shirts 2 Yes Yes Yes Yes Yes

3 Leather Belt 1 Yes Yes Yes Yes Yes

4 P Cap 1 Yes Yes Yes Yes Yes

5 Shoes 1 Yes Yes Yes Yes Yes6 Applets 1 Yes Yes Yes Yes Yes

7 Socks 2 Yes Yes Yes Yes Yes

8 LineYard 1 Yes Yes Yes Yes Yes

9 Whistle 1 Yes Yes Yes Yes Yes

10 Baton 1 Yes Yes Yes Yes Yes

11 Tie 1 Yes Yes Yes Yes Yes

12 Rain coat 1SeasonTime Yes Yes Yes Yes

13 Jersy'/Coats 1SeasonTime Yes Yes Yes Yes

14WaterBottle 1 Yes Yes Yes Yes Yes

15 Gumboots 1 Yes Yes Yes Yes Yes16 Torch 1 Yes Yes Yes Yes Yes

NOTE* The pattern of the uniform shall be approved by PRIL .

* In case PRIL decide to have a particular design / colour of the uniform, Contractor shall makenecessary arrangements.


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AgreEement Brand Factry Ok

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