Service Agreement Template

SERVICE AGREEMENT

This Service Agreement entered into on the 21 st day of November 2009 between: M/s I-maritime Consultancy Pvt. Ltd having its corporate office at 206, Hermes Atrium, Plot Plot No -57,S -57,Sec ecto torr -11, CBD CBD Belap Belapur ur,, Navi-M Navi-Mum umba bai-4 i-400 00614 614 __ ____ ____ ____ ____ ____ ____ ____ ____ ___ _ ________________________________ (Hereinafter referred to as the “CLIENT”)

AND GI Staffing Services Pvt Ltd., having its office at D-6, Sector – 10, Noida -201301 (U.P) and Registered office at 204/1, Neb Valley, Neb Sarai, Sainik Farm, New Delhi – 110 068 (India) (hereinafter referred to as “GI Staffing Services Pvt Ltd.”)

GI Staffing Services Pvt Ltd

And WHEREAS, GI STAFFING SERVICES PVT LTD. is a company engaged in the business of providing providing services in the area of human human resource resource management management and consultanc consultancy y by way of recruitment, training and business process outsourcing to various kinds of Companies and inter inter alias alias,, is engage engaged d in the busine business ss of provid providing ing specif specific ic corpor corporat ate e servic services es to its customers through deputation of its skilled, and/or semi-skilled employees/personnel (these employees sent on deputation are hereinafter referred to as “Associate(s)”) to its customers sites, whether onsite or offshore; AND WHEREAS CLIENT is desirous of engaging the services of GI Staffing Services Pvt Ltd. and GI Staffing Services Pvt Ltd. has agreed to offer the services described herein to CLIENT on the terms and conditions set out hereunder: NOW IN CON CONSIDE SIDERAT RATION ION OF THE PREMI PREMISES SES HEREINA HEREINAFTE FTER R CON CONTAI TAINED NED,, IT IS HEREBY HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. SCOPE OF SERVICE 1.1 1.1

The The Asso Associ ciat ates es shal shalll be offe offere red d to CLIE CLIENT NT on deput deputat atio ion n on the the term terms s as stat stated ed below.

1.2

GI Staffing Services Pvt Ltd. shall ensure that the Associates have cleared GI Staffing Services Pvt Ltd. internal selection processes and meet the requirements of the CLIENT as specified by the client in the work order.

2. DURATION 2.1

The services of Associates shall be offered to the CLIENT on deputation for the period specified in the Associates Request Form. The period of deputation can be extended and/or curtailed by the mutual consent of CLIENT and GI Staffing Services Pvt Ltd.

2.2

This Agreement shall be valid from the 21 st day of November 2009 until terminated by either party.

3. COMMERCIALS : 3.1

Reimbursements : •

•

GI Staffi Staffing ng Servic Services es Pvt Ltd. alone alone shall shall be respon responsib sible le for paying salary salary to the Associates for the services rendered by the Associates to the CLIENT under this Agreement; GI Staffing Services Pvt Ltd. shall raise an invoice on the CLIENT detailing the salary payable by GI Staffing Services Pvt Ltd. to the Associates, which shall be paid by GI Staffing Services Pvt Ltd. to the Associates on receipt of the reimbursement amount from the CLIENT as per the invoice raised by GI Staffing Services Pvt Ltd.. The Cost to the the Comp Compan any y (CTC (CTC)) paid paid by GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. to its its Asso Associ ciat ates es,, statutory and Insurance authorities comprises of various factors such as: Employees' Gross salary including monthly and annual Allowances and • Reimbursements Employer's contribution to Provident Fund, ESI Contribution, etc. • Bonus payable to the Associate; •


Premium for Group Insurance Scheme & Mediclaim Policy charged as per actual (Chargeable & as per CLIENT’s discretion)

•

Incentives payable to the deputees, wherever applicable Settlement Settlement of Travel Travel Advance, Advance, Travel expenses etc, if routed routed through through GI Staffing Services Pvt Ltd. Any Any othe otherr paym paymen entt made made by GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. to the the • Associate; • •

3.2

Service fees :

In consideration of the services provided by GI Staffing Services Pvt Ltd. to the CLIENT, the CLIENT shall pay to GI Staffing Services Pvt Ltd. service fees as detailed below as per the schedule described in Annexure E:

Service Fee: GI Staffing Services Pvt Ltd. will charge a monthly service fee of 20% of the monthly CTC of the contractual associate per month.

a.

χ.

Absorption Fee: In the event of CLIENT absorbing an Associate, GI Staffing Services Pvt Ltd. will will charge charge an absorpt absorption ion fee of 12.5% 12.5% of the annual annual CTC for every every Associ Associate ate abso absorb rbed ed by CLIEN CLIENT. T. If in any any even eventt the the clie client nt tran transf sfer ers s GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. associates to another service provider during the term of the agreement, the GI Staffing Services Pvt Ltd. will charge on the client a sum / percentage equivalent to absorption fee.

3.3

Revi evision in in Ser Serv vice Fee Fees s : The parties expressly agree that any event occasioning the revision of the Service fee on account of revision of any statutory or regulatory compliance or otherwise, the parties shall mutually discuss and decide such revision.

3.4

Service Tax :

CLIENT shall pay such amounts towards Service Tax as raised in the invoice by GI Staffing Services Pvt Ltd., which shall be as per the rate specified under the laws in force during the subsistence of this Agreement. 3.5 Medical Expenses :

Should the CLIENT so desire, desire, Upon CLIENT’s CLIENT’s discretion a medical check up for every associate can be arranged, expenses of which will be borne by the CLIENT.


3.6

Payment terms :

CLIENT shall make the payments to GI Staffing Services Pvt Ltd. against the services as per the invoice raised as per the schedule described in Annexure-E 4.

TERMINATION 4.1 Either

party may terminate this Agreement by serving a written notice of not less than than one hundred hundred and eighty eighty (180) (180) days days on the other party, party, provid provided ed that that any amounts due to GI Staffing Services Pvt Ltd. prior to such termination shall continue to be subject to the provisions of Clause 3.6 above. 4.2 In

the event that the CLIENT hires any Associate who performed services for that CLIENT under any Associate Request Form within a period of [ one year ] from the date of termination of this Agreement it shall pay GI Staffing Services Pvt Ltd. the sum specified as per the absorption fee mentioned in Clause 3.2 above.

5.

FACILITATION

5.1. 5.1.

GI Staff Staffin ing g Serv Servic ices es Pvt Ltd. Ltd. shal shalll noti notify fy to CLIE CLIENT NT the name name of its its desi design gnat ated ed personnel who will be looking after all the issues and managing the issues (including but not limited to) such as deputation, withdrawal, change, separation, termination, etc. of its Associates to CLIENT. 5.2.0 5.2.0

CLIENT CLIENT shall shall designa designate te personn personnel el and notify notify GI Staffin Staffing g Services Services Pvt Ltd. on the same for the purposes of discharging obligations under this Agreement. These personnel shall be the principal coordinator for the purposes of this Agreement and shall be empowered to discuss and reach agreement on any actions with regard to any operational aspect of the deputation.

EMPLOYMENT

It is clearly understood and agreed by and between the parties that CLIENT shall not be held responsible or liable under the Labour laws, concerning employment, that are in force and that may come into force from time to time, in respect of the Associates and GI Staffing Services Pvt Ltd. alone shall be solely responsible for their terms and conditions of services and on no account the Associates shall be deemed to be employees of CLIENT. GI Staffi Staffing ng Servic Services es Pvt Ltd. hereby hereby furthe furtherr agrees agrees that CLIENT CLIENT will will not be held held respon responsib sible le agains againstt any claim, claim, charge charges, s, demand demands s made made or raised raised on CLIENT CLIENT by Associates, to the extent they relate to their employment with GI Staffing Services Pvt Ltd.

REPORTING


In the normal course, the Associates shall receive instructions from CLIENT and shall undertake to abide by any suggestions, instructions etc. given whether by CLIENT or any assigned person(s) as regards services under this Agreement.

CLIENT undertakes undertakes to deal with the Associat Associates es in a fair manner and entrust entrust only such job responsibilities to the Associates as originally agreed upon and outlined which are in line with the labour practices as prescribed under the labour laws of India ; REPLACEMENT OF SEPARATED DEPUTEES

In the event any Associ Associate ate,, depute deputed d by GI Staffi Staffing ng Servic Services es Pvt Ltd. ceases ceases to perform services as specified in the Associate Request Form of his/her own violation for the CLIENT, for no fault of the CLIENT, within 45 days of deputation, GI Staffing Services Pvt Ltd. shall forthwith arrange for replacement of the Associate to the CLIENT and the CLIENT shall not have to incur more fees that it would have paid had the original Associate continued to perform the required services.

STATUTORY COMPLIANCE

GI Staffi Staffing ng Servic Services es Pvt Ltd. shall shall comply comply with the provision provisions s of all Labour Labour Law stat statut utes es,, ordi ordina nanc nces es,, rule rules s and and regul regulat ation ions s appl applic icab able le to the the empl employ oyme ment nt of Associate Associates s and the services services agreed to be provided pursuant to this Agreement Agreement and shall obtain all necessary registrations, licenses, approvals, sanctions from PF,ESI, Contra Contract ct Labour Labour Act and under under any other other applic applicabl able e laws, laws, provided provided that that any approvals and registration that are required to be taken by the CLIENT due to the nature of its business shall be the responsibility of the CLIENT. OPERATING GUIDELINES

GI Staffing Services Pvt Ltd. and CLIENT agree to that they need to comply with 'Annexure A' to certain specific obligations which are more clearly detailed in the 'Annexure this Agreement and commits to discharging its responsibilities as set out therein, in ensuring that deputation services management is administratively effective, fair and mutually beneficial. These operating guidelines are understood to be an integral part of this Agreement.

11. CONFIDENTIALITY GI Staffing Services Pvt Ltd. and CLIENT hereby agree to keep secret and confidential the proprietary, proprietary, informatio information n made available available to them during the subsistenc subsistence e this Agreem Agreement ent.. Dissem Dissemina inatio tion n of such such propri proprieta etary ry inform informati ation on shall shall be restri restricte cted d to officers, officers, employees employees of GI Staffing Services Services Pvt Ltd. and CLIENT strictly strictly on a need to know know basi basis. s. Simi Simila larly rly,, GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. unde undert rtak akes es to ente enterr into into confidentiality agreement with its employees on deputation to CLIENT.


MISCELLANEOUS

Any amendment or modification to this Agreement or any part thereof shall be made by an instrument in writing and executed by both the parties.

Notices and any correspondence under and relating to this Agreement, may be in writing writing or sent by electronic electronic mail and (i) if in writing shall be served served by sending sending the same by courier, addressed to the party for whom it is meant at its registered office or by hand hand deli deliv very ery duly duly ackn cknowle owledg dged ed by the the othe otherr or regis egisttered ered post ost acknowledgment due, and (ii) if by electronic mail shall be sent with a read receipt and shall be served upon receipt of the read receipt by the sending party, provided that any invoices for payment which are issued shall always also be sent in writing. The CLIENT or an auditor designated designated by CLIENT will have the right at all reasonable reasonable time, and with three days prior written notice to GI Staffing Services Pvt Ltd., to conduct financial, operational and technical audits of GI Staffing Services Pvt Ltd. to verify compliance with the terms and conditions of this agreement, the accuracy of the charges invoices by GI Staffing Services Pvt Ltd. and GI Staffing Services Pvt Ltd.’s performance of the contract duties. The client shall maintain statement of accounts of GI Staffing Services Pvt Ltd. as per the normal accounting practices and make available the statement of accounts on request. Thi This s Agre Agreem emen entt super upers sedes edes all all prev previo ious us under nders stand tandin ing, g, correspondences, etc. on this subject between the parties hereto.

agree greem ments ents,,

This Agreement shall be executed in two originals, one of which shall be kept by CLIENT and the other by GI Staffing Services Pvt Ltd., and shall not be binding on GI Staffi Staffing ng Servic Services es Pvt Ltd. Ltd. until until signed signed by both both the design designate ated d signa signator tories ies of GI Staffing Services Pvt Ltd. listed on the signature page of this Agreement. GI Staffing Services Pvt Ltd. shall not assign or transfer its rights/obligations under this Agreement to any third party, without the consent of CLIENT If any section, paragraph paragraph or clause clause in this Agreement Agreement shall be held to be invalid 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 such section, paragraph paragraph or clause it shall be severed severed from the Agreement. Agreement. If such paragraph or clause is considered an essential element of this Agreement, the parties shall promptly negotiate a replacement thereof. 13.

SETTLE SETTLEMENT MENT OF DISPUT DISPUTES ES


13.1. 13.1. Neithe Neitherr party shall shall be entitl entitled ed to make any any claim claim and or be liable liable to the other party party whether in tort (including negligence) o r in Agreement except as specifically provided in this Agreement. 13.2. Neither Neither party party hereto shall shall be entitled entitled to claim claim any indirect indirect,, consequent consequential ial or punitive punitive damages from the other party. The parties hereto shall endeavor to settle any disputes under this Agreement by amicable discussions and in the event they are unable to do so shall refer the dispute to the courts of New Delhi, as provided for in Clause 14 below.

13.3.

14. GOVERNI GOVERNING NG LAW LAW AND JURISD JURISDICT ICTION ION :

This Agreement shall be governed by the laws of India and the courts of Delhi, India shall have exclusive jurisdiction over any disputes hereunder. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

For: GI STAFFING SERVICES PVT LTD.

For: I-martime Consultancy Pvt Ltd

Authorized Signatory Name and Designation Company Seal

Authorized Signatory Name and Designation Company Seal


ANNEXURE A

Obligations of the parties to the Agreement OBLIGATION OF THE CLIENT a. Recruitment CLIENT CLIENT will will provid provide e clear clear specif specifica icatio tions ns for the nature nature of the servic services es require required d from from GI Staffing Services Pvt Ltd., in order to help source and recruit the associates in the form specified in Annexure B to this Agreement. b. Placement CLIENT will intimate the locations where the services of the Associates would be needed. CLIENT will send a written recommendation to GI Staffing Services Pvt Ltd. if it wishes to relocate any of the associates. c. Service Log & Payments In order to aid GI Staffing Services Pvt Ltd. in processing its payroll, CLIENT will intimate GI Staffing Services Pvt Ltd. in prescribed formats details of services rendered (attendance, leave, advances given, sums recoverable, reimbursements payable- with supporting bills, vouchers) to the Associate by the 15th of every month. Further, the CLIENT will make the due payments as per the schedule to enable the timely salary payments of the associates. d. Disciplinary action

CLIENT will inform GI Staffing Services Pvt Ltd. of any acts of misconduct by an Associate immediately and discuss the action steps to be taken. e. Withdrawal of an Associate

CLIENT will request for withdrawal wi thdrawal of Associate/s through its designated personnel in case of theft, fraud and acts that constitute moral turpitude. CLIENT will give in writing the details of the theft, fraud etc. to GI Staffing Services Pvt Ltd. for necessary action. On receipt of such a written request GI Staffing Services Pvt Ltd. will withdraw the Associates immediately. In all other cases, CLIENT may request in writing to GI Staffing Services Pvt Ltd. for withdrawal of the Associate/s due to any other unsatisfactory reason/ behavior. f. Safety and Health

CLIENT will not assign work of a hazardous nature without prior intimation to GI Staffing Services Pvt Ltd. and without provision of adequate personal protection gear.


g. Reimbursements

Any justifiable expense incurred by GI Staffing Services Pvt Ltd. under this Agreement and mutu mutual ally ly agre agreed ed by and and in betw betwee een n GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. and and CLIE CLIENT NT will will be reimbursed by CLIENT at actual.

OBLIGATION OF GI Staffing Services Pvt Ltd.

a. GI Staffing Staffing Services Services Pvt Ltd. will devise devise suitable suitable selecti selection on procedur procedures es and ensure ensure that that Associates offered have the approval of CLIENT. b. GI Staffing Services Pvt Ltd. will keep its designated personnel at its Centers briefed on the service requirements with Associates / CLIENT and ensure responsive service. c. GI Staffing Services Pvt Ltd. will ensure that Associate's salaries are processed and reached to the deputees latest by the 1 st of every month. (Subject to timely payment by the CLIENT) d. GI Staffing Services Pvt Ltd. will ensure that Associate's reimbursements are processed and and reach reached ed to the the depu depute tees es late latest st by the the 7 th of every every month. month. (Subje (Subject ct to timely timely payment by the CLIENT) e. GI Staffing Staffing Services Services Pvt Ltd. personnel personnel will communic communicate ate with the Associa Associate’s te’s concerne concerned d Executive of CLIENT periodically to address any problems and implement solutions to the satisfaction of CLIENT; f. GI Staf Staffi fing ng Serv Servic ices es Pvt Pvt Ltd. Ltd. will will ensu ensure re that that stat statut utor ory y bene benefi fits ts such such as ESI, ESI, PF, PF, Profes Professio sional nal Tax, Tax, etc where where applic applicabl able e will will be admini administe stered red per law and at regula regularr intervals provide a compiled report to CLIENT. g. GI Staffin Staffing g Services Services Pvt Ltd. will respon respond d prompt promptly ly and responsi responsibly bly to any charge charge of misconduct of any kind by Associates and ensure speedy resolution of the matter in consultation with CLIENT. Reports and Reviews

Report Transitio n Dashboa rd

Delivery Dashboa rd

Snapshot

Captures information and monitors the pulse of the transition process facilitating immediate identification & redressal of any deviation. Captures the key data points with regards to the delivery highlighting any anomaly whatsoever. The details can be probed through the following monthly reports. Compliance Dashboard Exit Report Report Payroll Process Dashboard


Frequency

Daily during the transition period

Monthly

ANNEXURE B

Form of the Associate Request Form to be provided by the CLIENT

Work Order

With reference to the Service agreement Signed between CLIENT & GI Staffing Services Pvt Ltd. Lien on employment The resources employed by CLIENT will have no lien on employment with CLIENT at any time. However CLIENT has the right to hire as per the terms & conditions of the Service agreement. Job Description

Client

Job Title Department Detailed Work Profile Contract Duration Location of Posting Experience required Fresher Considered (Yes/No) Education Profile

Graduation


Post Graduation Special Course Personal Attributes Communication Skills Languages Known Key Competencies(Knowledge, Skills, Attitude & Behavior)

Yours Truly, [ Client ]

ANNEXURE C

Company Name Company Address Contact Details

GI STAFFING SERVICES PVT. LTD. D-6, Sector 10, Noida - 201301. Tel 91.120.4209777 | Fax 91.120.4209775

Website

www.gigroup.co.in

E-mail ID

[email protected]

Bank Name

YES BANK LTD.

Address

D-12, South Extension Part- II New Delhi110049

A/C NO

1684000001278

A/C TYPE

Current Account

IFS CODE

YESB0000016

MICR CODE

110532006.00

PAN Card NO

AADCG3694A

TAN Card NO

DELG11695F

Service Tax #

AADCG3694AST001


Annexure - D N°

Activity Head

1

Mandatory Registrations /Licenses under Various Labour /Social Security Legislations. Legislations.

2

Mandatory Compliances under various Labour / Social Security Legislations under Retainer –Ship

3

Under Employees Provident Fund & Miscellaneous Provisions Act, 1953

4

Under the Contract Labour (Regulation & Abolition) Act, 1971

5

Under Miscellaneous Labour Laws Viz

6

Other activities

Scope of Services for Compliance related Activities

Obtaining state-wise sub-code Registration under Contract Labour (Regulation & Abolition) Act Obtain Form V from Client Obtaining Labour License. Maintaining Statutory Records under ESI Act, 1948 Online Registration of the Employees Obtaining ESI Number of Insured Employees Obtaining Permanent Identity Card (PIC) of Insured Employees from the ESI Branch office Preparation and Filling of Monthly ESI Challans Preparation of Filling of Half –Yearly Return if Form No.5 Correspondence / Liaisoning with ESI Department Replying /Satisfying Show Cause Notices Issued under the ESI Act Handling Recovery Notices Maintaining Statutory records under EPF & MP Act,1952 Preparation of Eligibility Register Preparation and Filling of Return of Ownership in Form No.5A Preparation and Filling of Nomination & Declaration Forms in Form No.2 of the new employees Preparation and Filling of Various other Forms under the Labour Law if Comes Preparation & Filling of Annual Return in Form No.6-A Assistance in transfer of PF Accumulation from on region to another Correspondence / Liaisoning with PF Department. Replying / Satisfying show cause Notices issued under the Act. Attending PF Enforcement Officer while inspection of rec ords; Appearing before the concerned authorities on behalf of the employer in 7-A proceedings Preparation and filing of annual return in Form No.XXV Preparation and Filling of Half-Yearly Return in Form XXIV Renewal of License under the Act Providing support and complete guidance under the Act Liaisoning /Correspondence with Labour Department Replying to departmental notices under the Act Minimum Wages Act, 1948 Payment of Bonus Act,1965 Payment of Gratuity Act, 1972 Maternity Benefit Act, 1961 Issuance of Employment Card Appointment letter receipt


7

Maintenance of Registers

Salary/ Wages Slip LWF Submittal PT Submittal Muster Roll Attendance Register Wages Register Register for Deductions for damages/ loss Leave with wages register Bonus register Register of Fines Advances Register Accident register Overtime register Register of workmen employed by Contractor

Annexure - E

Salary Invoice & Payment Schedule:

GI will raise the invoice by the beginning of the term of association as specified in Clause 3.2, basis the inputs from the CLIENT for that month The payment will be made through a Post dated Cheque drawn in favor of 'GI Staffing Services Pvt. Ltd. as per the bank details given in Annexure C at the beginning of the term of the contract along with the work order . Every month at the end of the month the CLIENT will give information on the attendance and incentives (if any) of each of the GI resource. GI will present the PDC to the bank and disburse the salary of the contractual resource at the end of the month for that month. GI will raise the invoice by the 1 st day of next month as specified in Clause 3.2. for the next month. Any adjustments in salary paid to a deputed person on account of loss of pay, for instance, shall be adjusted in the following months invoice.


Service Agreement Template

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