Draft v.

01
For Internal Discussion Only

AGREEMENT FOR SECURITY SERVICES

This Agreement for Security Services (Agreement) made on this ___ day of
November, 2016
BETWEEN
____________________________, a Company incorporated under the Companies Act, 1956
and also governed by Companies Act, 2013, having its registered office at
__________________________________
(hereinafter
referred
to
as
THE
CONTRACTOR/SERVICE PROVIDER acting through its authorized representative
Mr./Mrs. ____________________________, authorized by way of board resolution dated
_________________________ which expression shall unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and permitted assigns)
of THE ONE PART;
AND
J P INFRA (MUMBAI) PRIVATE LIMITED, a company duly incorporated under the
Companies Act, 1956 and also governed by Companies Act, 2013, having its registered
office at 4th floor Viraj Towers, Western Express Highway, Near WEH Metro Station,
Andheri (East), Mumbai 400 093, (hereinafter referred to as THE COMPANY/CLIENT
acting
through
its
authorized
representative
Mr.
____________________,
Director/Authorised Official authorized by way of board resolution dated
_____________________, which expression shall unless it be repugnant to the context and
meaning thereof shall deemed to mean and include its successors and assigns) of THE
OTHER PART.
The Contractor/ Service Provider and the Company/ Client are hereinafter referred to
individually as a Party and collectively as the Parties.
WHEREAS:
A. The Contractor/ Service Provider is engaged in the business of providing Security
Services to various Companies, Corporate Offices, Banks, Factories etc;
B. The Company/Client is engaged in the business of interalia, construction and
development of real estate, including but not limited to of several Residential,
Commercial, Real estate development projects, etc. spread across not only in
Mumbai region, but also in other parts of India;
C. The Company/Client was in need of security guards to look after one of its
premises/location/site/s
and
protect
it
and
had
approached
the
Contractor/Service Provider to provide security guards as to provide security to
their premises/location/site/s;
D. The Contractor/Service Provider, after acceding the request of the Company/Client
has agreed to provide them with security guards;

Page 1 of 14

Draft v.01
For Internal Discussion Only
E. In consideration of the mutual promises and covenants contained herein, and other
good and valuable consideration, the receipt, sufficiency, and adequacy of which is
hereby jointly acknowledged and confirmed, the Parties hereby agree as follows:

1. INTERPRETATION
For the purpose of this Agreement, unless otherwise repugnant to the context
and meaning thereof, the following terms shall have the meaning ascribed to
them as under:
1.1
1.1.1

DEFINITION: Affiliate: - Means any person which is, in relation to a company, its parent
undertaking or its subsidiary undertaking, or a subsidiary undertaking of its
parent undertaking or any other person controlled by or under the same
control either directly or indirectly. Parent undertaking and subsidiary
undertaking will have the meanings attributed to them as the per provisions
of the Companies Act 1956 and also governed by Companies Act, 2013;

1.1.2

Agreement: - Means the terms and conditions, the schedules, any

modifications, amendments and any annexures hereto.

1.1.3

Applicable Law: - Means and includes all applicable statutes, enactments,

laws, ordinances, rules, bye-laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any government, statutory,
administrative or quasi-judicial authority, tribunal, board, order, decree or
judgment of any court.

1.1.4

Effective Date: - Means June 1, 2016 the date on which this Agreement is
Effective.

1.1.5

Expiration Date: - Means the date on which this Agreement comes to an end
as per the terms of this Agreement.

1.1.6

In Writing or Written Document: - Shall include any written

communication which has been signed by a person authorized to represent
either party, including, but not limited to printed documents, facsimiles, emails and other electronic means of communication.

1.1.7

Leave: - Means the national holidays as declared by the Government of

India as well as other leaves as decided by the Company/Client as specified
in the Scope of Work.

1.1.8

Losses: - Means losses as stipulated in applicable law including, but not limited to, any
and all claims, losses, liabilities, damages, actions, demands or expenses (including, but
not limited to, all reasonable attorneys fees or costs of suit which a party may incur as a
result of or in connection with the provisions of the Services under this Agreement).

1.1.9

Premises/ Location/ Site/s: - -Means Chalet Amar Project Site

1.1.10

Scope of Work: - Means the specification of the Services agreed to be provided by the
Contractor/Service Provider to the Company/Client under this Agreement as per
Schedule I hereto including as may be amended from time to time.

1.1.11

Service Fee: - means the Contractor/ Service Provider Charges to the Company/Client
for the provision of the Services as set out in the Schedule II.

1.1.12

Services: - Means the Services to be provided by the Contractor/ Service Provider India
under this Agreement, as specified in the Scope of Work.

1.1.13

Term: - Means the duration of the contract as specified in this Agreement.

1.1.14

Territory: - Means the jurisdiction in which the Contractor/Service Provider shall be

providing its services to the Company/Client.
1.2

In this Agreement:
1.2.1
Words importing the singular include the plural, and words importing
any gender include every gender and words importing persons include bodies
corporate and unincorporated and in each case vice versa;

Page 2 of 14

Draft v.01
For Internal Discussion Only

1.3

2.

1.2.2

Any reference to a Recital or Clause is to the relevant Recital or Clause of

or to this Agreement and any reference to a sub-clause or paragraph is to the
relevant sub-clause or paragraph of the Clause in which it appears;

1.2.3

Any reference to a statute, statutory provision or subordinate legislation

shall be construed as referring to it as from time to time amended, extended
or re-enacted;

1.2.4

All communications and documentation to be provided or exchanged

under this Agreement shall be in English;

1.2.5

The headings contained in this Agreement are for convenience of

reference only and shall not affect or alter the meaning or effect of any
provision.

This Agreement together with all Schedules, Annexures constitutes a single agreement
and is referred to collectively as the Agreement. It is intended that each Annexure and
Schedule be consecutively ordered and attached to this Agreement; however, failure to
consecutively order and / or attach any Exhibit or Schedule to this Agreement shall not
affect the validity of any such Annexure and / or Schedule.

SCOPE AND PERFORMANCE OF SERVICES:

2.1 The Contractor/Service Provider agrees to provide the services to
Company/Client under the specific terms set out in this Agreement.
equipment, software, materials and / or documentation supplied
Contractor/Service Provider shall always be the property of
Contractor/Service Provider, unless otherwise agreed in writing between
parties.

the
All
by
the
the

2.2 The Contractor/ Service Provider shall provide security personnel as specified in
the Scope of Work, to keep ward and watch and protection of the said Premises/
Location/ Site/s as per the Company/Clients requirement. The daily working
hours of the security guards provided by the Contractor/ Service Provider will be
for 08 hours in the shift of 08 hours. However, in certain specific operational
areas owing to various inherent factors viz. the remoteness, scare availability of
trained manpower or the existing low wage structure, the security guards
provided by the Contractor/ Service Provider shall perform their duties on a 12
hours in the shift of 12 hours. The Contractor/ Service Provider shall provide
complete security arrangement and protection of the said premises/ location/
site/s round the clock.
2.3 The Contractor/ Service Provider will arrange deployment of trained and
uniformed personnel to conduct the offered services and assist in protection of
the Premises/ location/ site/s of the Company/Client.
2.4 The Company/Client shall provide with a watchmens hut/booth/cabin at the
entrance gate/ near the gate of the Premises/ location/ site/s to the security
guards and the said guards shall perform its services diligently as specified in
the terms and conditions of the Scope of Work.
2.5 The Company/Client will provide to the security guards with a functional cabin,
tables, chairs, torches and consumables such as cells, stationery items etc.
2.6 The Security guards deployed at the Premises/ location/ site/s of the
Company/Client shall be employees of the Contractor/ Service Provider and the
necessary statutory requirements such as minimum wages, ESI, PF etc. shall be
the sole responsibility of Contractor/ Service Provider, who is registered with PF
and ESI in the name of the Contractor/ Service Provider.
2.7 The Company/Client shall be entitled to seek changes in the Contractor/ Service
Provider personnel and the Company/Client requests to change personnel shall
be made in writing stipulating the reasons for requesting the changes and the
Contractor/ Service Provider will adhere and fulfil such request to the full
satisfaction of the Company/Client.
2.8 The Contractor/ Service Provider shall provide necessary supervision to ensure
excellent performance of the offered security service in accordance with the

Page 3 of 14

Draft v.01
For Internal Discussion Only
existing arrangement agreed upon between the parties to this Agreement.
2.9 The Contractor/ Service Provider shall perform the offered Security service, acts
and matters connected with the administration, superintendence, and conduct of
security arrangements on the basis of the terms defined herein and in
accordance with such amended directions that the Company/Client may from
time to time instruct, as are earlier mutually agreed between the parties to this
Agreement.
2.10
The Contractor/ Service Provider shall be obliged to follow any
instructions of the Company/Client as specified in the Scope of Work.
2.11
Subject to the terms of this Agreement, each party may request
reasonable adjustments and/or additions to the services by giving written notice
thereof to the other party.
2.12
The Contractor/ Service Provider hereby guarantee a function or result of
the services or accept overall responsibility for the Security at the
Company/Clients premises/ location/ site/s. The Contractor/ Service Provider
makes representation, express and/or implied, that its Services shall prevent any
loss or damage. However, any loss or damage of the properties at the
premises/location/site/s of the Company/Client, due to the willful
act/omission/ carelessness/ sheer negligence of the security guards, while on
duty; then the Contractor/ Service Provider shall indemnify and reimburse the
Company/Client accordingly.

3. SERVICE FEES:
3.1 The Company/Client shall pay the Service Fee to the Contractor/ Service
Provider as per the terms and conditions listed in Schedule II for the provision of
the services as specified in Scope of Work.

3.2 All sums payable under this Agreement are exclusive of service tax as applicable,
which shall be payable in addition to the specified Service Fees.

4. PAYMENT:
4.1

The Contractor/ Service Provider will raise the monthly bills to the
Company/Client at the mutually agreed prices, for the services on or about the
first working day of each month for the service provided for the previous month.
The Company/Client will make the total payment of the bills within 7 (seven)
working days from the presentation of bills by the Contractor/ Service Provider,
each month, by way of cheque/Demand Draft/ Bank Transfer issued in the name
of the Contractor/ Service Provider, to enable the Contractor/ Service Provider to
pay all the deployed and deputed work force by the 10 th (Tenth) of every month.
The parties agree that the payout under this Agreement is contingent upon
timely payments by the Company/Client to the Contractor/ Service Provider.

4.2

The Company/Client must notify the Contractor/Service Provider in writing of

any dispute regarding the amount of an invoice within 2 [two] days from the date
of receipt of the invoice, otherwise all disputes will be deemed waived.

4.3

In the event of payment delay, the Contractor/ Service Provider may continue the
performance of services rendered under this Agreement for 30 (thirty) days and
the parties shall meet and resolve the payment dispute in this remedy period of
30 (thirty) days.

5. LIABILITY OF CONTRACTOR/SERVICE PROVIDER:

Page 4 of 14

Draft v.01
For Internal Discussion Only

5.1 The Contractor/ Service Provider will be responsible for damages or loss arising
directly from the negligence or willful act of its security guards within the
defined responsibilities assigned to them subject to force majeure, timely
payments of invoices and the report of a joint committee represented equally. In
case of any theft or negligence on the premises/ location/ site/s of the
Company/Client; the Company/Client will inform the Contractor/ Service
Provider of the incident within the shortest possible time and provide a copy of
the FIR filed and any other document which is required by the Contractor/
Service Provider to realize the insurance claim.

5.2 Notwithstanding anything to the contrary in this Agreement the liability of the
Contractor/ Service Provider shall be restricted upto a maximum amount
equivalent to the Service Margins of one month.

5.3

6.

The Company/Client shall notify the Contractor/ Service Provider of any claim
arising from the Services in reasonable detail and in writing within 7[seven] days
on which the Company/Client became aware (or should reasonably have become
aware ) of the occurrence giving rise to the claim.

COMPANY/CLIENT UNDERTAKES TO:

6.1 Pay to the Contractor/ Service Provider an amount based on unit rates as
specified in the Scope of Work.

6.2 Make timely payments after presentation of bills within 7 (seven) working days
subject to the terms and conditions of this Agreement.

6.3 Make payments by way of cheque/Demand Draft/ Bank Transfer issued in the
name of Contractor/ Service Provider payable at Mumbai.

6.4 Make any statutory deductions without prior formal acceptance by both parties.
If any deductions are agreed after mutual discussions, such deductions would
be adjusted in the bills in the following month.

6.5 Separately pay extra for any additional services requested that are beyond and is
in addition to the security service arrangement referred in this Agreement as
may be mutually agreed.

6.6 To immediately inform the Contractor/ Service Provider of any changes that in
the opinion of the Company/Client could impact the security arrangements of
the premises or that necessitate a change in the assignment supervision /
instructions.

6.7 The security service arrangement stipulated in this Contract is for the captive
use of the Company/Client and may be sub-contracted or used by or for any
third party as may be authorized by the Company/Client.

6.8 The Company/Client will be carrying out a monthly appraisal of services

provided during the month and report critical incidents if any to the
Contractor/ Service Provider.

Page 5 of 14

Draft v.01
For Internal Discussion Only

6.9 The Contractor/ Service Provider shall indemnify and hold the Company/Client
harmless from and against any losses, which the Company/Client may incur or
which may be made against the Company/Client by any third party as a result
of or in connection with the performance of the Services under this Agreement
when such losses arise from any negligent act or omission on the part of
Contractor/ Service Provider, its employees, agents or subcontractors.

7.

CONTRACTOR/ SERVICE PROVIDER UNDERTAKES TO:

7.1 The Contractor/ Service Provider is committed to recruit and provide qualified,
experienced, well-trained, physically & mentally fit personnel in accordance with
the Companys standard, with basic training, safety procedures, firefighting
practices and weapons handling etc. for the Company/Client, duly verified by
the local police Station as regards their antecedents and backgrounds.

7.2 The Contractor/ Service Provider shall ensure that, the security guards
deployed at the Company/Client shall be in good health, shall have proper
eyesight and shall not have any medical problems which may endanger his life
and the life of the other Company/Client employees appointed at the said
location. The Contractor/ Service Provider shall ensure that, the security
guards deployed at the Company/Client shall be entirely responsible for the
stock of the commodities stored at the said location. To ensure such safety, the
Contractor/Service Provider shall, before deploying any employee in the
premises, shall have him medically examined by a registered medical
practitioner at its own cost and expenses and produce a certificate from him
certifying that the said employee is medically fit. It is further agreed that
without such medical certificate, the Company/Client shall not permit any such
security guards to work in its premises.
It is further agreed that the
Company/Client may; from time to time, call upon the Contractor/ Service
Provider to have all or any of its security guards examined.

7.3 The Contractor/ Service Provider shall uphold the strictest disciplinary
standards for all their personnel deployed from time to time and any
transgressions are dealt with immediately, and to the fullest extent that the law
allows.

7.4 The Contractor/ Service Provider shall provide uniforms, issue identity cards
bearing the name of the Contractor/ Service Provider to the security guards and
shall provide an authority letter to the security guards and the security guards
shall carry the same when they are on duty at the Company/Client.

7.5 Whenever any security guards goes on leave, the Contractor/ Service Provider
will arrange for a suitable replacement immediately

7.6 The Contractor/ Service Provider will appoint security supervisors who will
inspect every location at least once every 7 (seven) days during night to check
the level of control exercised by security guards. The security supervisors will
take digital photographs of security guards in the location during their
inspection. The photographs will contain date and time stamp to identify the
date the photographs are taken and send the photographs to the
Company/Client along with their inspection report on weekly basis.

7.7 The Contractor/ Service Provider agrees & undertakes to provide compensation
to the Company/Client for every dereliction of duty like unauthorized absence

Page 6 of 14

Draft v.01
For Internal Discussion Only
from duty, reporting to duty without uniform/ lathi/ whistle/ name badge,
sleeping during duty hours etc. reported by the Company/Client staff and the
compensation amount shall be equivalent to the one-day payment made to the
security guards concerned for every occurrence of such reporting.

7.8 If more than 2 (two) such reporting of dereliction of duty is reported from the
same location in the same month, the Company/Client reserves the right to
cancel the arrangement in that premises/location/site/s.

7.9 The Contractor/ Service Provider shall ensure that the security guards posted
by them at the Company/Client observe discipline and good conduct. In the
event of the Company/Client finding any security guards not observing proper
discipline and/or proper conduct and / or committing misconduct, the
Company/Client shall direct the Contractor/Service Provider to forthwith
withdraw such security guards from the premises/location/site/s and upon the
Company/Client directing the Contractor/Service Provider to remove such
security guards, such personnel shall be forthwith removed and the decision of
the Company/Client in this behalf shall be final.

7.10
The Contractor/ Service Provider shall also provide necessary proof of
remittances of EPF, Pension amount and ESIC for the previous month, along
with their invoices for the current month to the Company/Client. Without such
proof, the invoices will not be processed for payment. The security guards
deployed by the Contractor/Service Provider shall be employees of the
Contractor/Service Provider.

7.11
The Contractor/ Service Provider shall be solely responsible for payment
of wages and all other dues payable or amenities to be provided under various
statutes to its security guards deployed at the Company/Client. The security
guards deputed at the Company/Client shall not be considered as employees of
the Company/Client at any point of time and the Company/Client cannot be
held responsible for payment of any wages emoluments/benefits or other dues,
if any, to the personnel of the Contractor/ Service Provider. The Contractor/
Service Provider shall maintain properly all record, registers and such other
requirements as contemplated by the provisions of all the applicable statutes,
Provident Fund Act, Employees State Insurance Act and Minimum Wages Act
and all Rules framed under all the above statutes, and any other State and
Local Act that might be applicable to the Contractor/ Service Provider.

7.12
The Contractor/ Service Provider shall be liable for all loss/ damage
caused or occurred to the Company/Client at the location due to failure,
negligence or slackness of the security guards provided by the
Contractor/Service Provider. The Contractor/ Service Provider shall indemnify
the Company/Client for any losses which the Company/Client may suffer due to
the action/inaction/ negligence/ slackness of any Security guards of the
Contractor/ Service Provider. The Contractor/ Service Provider shall keep the
Company/Client indemnified for all acts of omission/commission, fault,
breaches and any claims, demands, liabilities, actions, proceedings, costs,
charges, loss, injury compensation and expenses to which the Company/Client
may be put up to or involved as a result of the Contractor/Service Provider
failure, omission, negligence to fulfill any of its obligation hereunder and/ or
Statutes and or bye laws or Rules and Regulations formed there under.

7.13
The Contractor/ Service Provider shall not use the trademark and/or
trade name of the Company/Client or the letterheads of neither the
Company/Client nor the Contractor/Service Provider will hold himself as an
agent of the Company/Client. The relationship between the Contractor/Service
Provider and the Company/Client is on a principal to principal basis.

Page 7 of 14

Draft v.01
For Internal Discussion Only
7.14
In any case involving the Contractors/ Service Provider employees or
outsourced employees for any allegedly negligent act, fraud, any direct / indirect
act that leads to loss of property, information, etc. at the Companys / Clients
facility, the Contractor will assist the Client to process the claim based on the
FIR lodged.

7.15
The
Contractor/Service
Provider
shall
not
use
the
Company/Clients address on his letterhead /stationery for purposes of
Registration with any Government/ Local Body or any other company or person
and no tenancy shall be created by the presence of his workmen on the
Company/Clients premises/ location/ site/s.

7.16
The Contractor/Service Provider agrees that during the
pendency of the Contract, the Contractor/Service Provider will take insurance of
its security guards deployed on the Company/Clients premises/ location/ site/s
which will cover all its employees throughout India for any negligent act, fraud,
any direct/indirect act that leads to loss of property, information etc. at the
Company/Clients said premises/ location/ site/s. These insurance policies will
be made available to the Company/Client as and when required by them and
would be applicable to the Company/Client as per the terms and conditions of
the policies. Whenever the minimum wages and allowance payable to the security
guards are increased by a notification from the respective State Governments or
from any other Government authorities, as applicable, the amount equivalent to
the increased wages, allowances, agency cost and service tax as applicable on
those rates will have to be borne by the Contractor/ Service Provider.

8.

CONTRACTOR/ SERVICE PROVIDER AND COMPANY/CLIENT BOTH AGREE THAT:

8.1 The Company/Client will pay Services Tax under Notification issued by
Government of India, Ministry of Finance, on the total billing per month. Any
revisions / increases in service tax would be payable by the Company/Client.

8.2 The Company/Client shall have the right to recommend, within reason, the
change of any security guards, within 8 (eight) hours. Similarly, Contractor/
Service Provider reserves the rights to change / rotate the security guards, with
prior intimation of 3 (three ) days to the Company/Client.

8.3 Company/Client will deduct TDS, as per applicable tax laws and applicable
Government rules and will issue the appropriate TDS certificate to Contractor/
Service Provider, required to be issued under applicable tax laws, in the name of
Contractor/ Service Provider.

8.4 In case of any negligence on part of the security guards deployed at the
premises/ location/ site/s which cause loss/damage to the Company/Client, an
investigation will be conducted by a Joint Investigation Committee comprising of
equal number of members of both the parties and will submit its report, fixing
responsibility of such negligence, to both the Management.

8.5 The Contractor/ Service Provider shall not sub-contract this contract to
whomsoever and upon such sub-contracting there will be breach of the terms of
the Agreement and this Agreement shall automatically stand terminated
forthwith.

Page 8 of 14

Draft v.01
For Internal Discussion Only
9.

TERM AND TERMINATION OF CONTRACT:

9.1 This Contract is valid for 1 (one) year from the date of commencement and will
be automatically renewable for equal periods on mutually agreed revised terms
However, either party may terminate this contract without any cause or penalty
for convenience by giving prior notice in writing of 1 (one) month to the other
party.

9.2 On expiry or earlier determination of this Agreement; the Contractor/Service

Provider and its security guards shall vacate the premises/ location/ site/s,
without in anyway causing any damage to the said premises/ location/ site/s.

9.3 In case of termination of the contract between the Company/Client and the
Contractor/Service Provider, for any reasons whatsoever, or without any reasons
for convenience, it shall be the obligation of the Company/Client to settle the
dues of the Contractor/ Service Provider in full before the actual withdrawal of
service. Any delay in remitting the full and final payment will result in the
Contractor/Service Provider continuing to occupy the site and billing the
Company/Client for the period on full rates but with no obligations. If
termination of this Agreement is due to Company/Clients material breach of
this Agreement, the Company/Client shall reimburse Contractor/Service
Provider for any loss incurred due to such breach

9.4 Upon termination of this Agreement, Contractor/Service Provider shall be

discharged from all further performance under this Agreement and shall be
entitled to enter the site/s and recover any equipment, materials, software
and/or documents (including but not limited to retrieval and/or destruction of
electronic documents and data) belonging to the Contractor/ Service Provider.

10. GROUNDS FOR RELIEF:

10.1
Force Majeure: The following circumstances shall be considered as
grounds for relief if they delay or impede the performance of this Agreement: any
circumstance beyond the direct control of a party such as fire, war, mobilization
of military call up of a comparable scope, requisition, seizure, currency
restrictions, insurrection and civil commotion, hi-jacking or an act of terrorism,
epidemic, pandemic, shortage of Transport, general shortage of materials or
personnel, strikes or other industrial disputes and defects or delays in deliveries
by subcontractors caused by any such circumstances as referred to in this
Article.

10.2
Notice: All notices and other communications required or permitted to be
given under this Agreement shall be in writing and shall be delivered or sent by
personal delivery, electronic mail, facsimile transmission or registered or certified
mail to the relevant party/s at the address as mentioned hereinabove or such as
have been notified in writing by such a party to the other. The notices and
communications sent in such manner shall, unless the contrary is proven, be
deemed to have been duly received on the date of personal delivery, two business
days following delivery, upon confirmation of transmission by the senders
facsimile transmission or electronic mail device following the mailing by
registered or certified mail.

10.3
Company/Clients
Relief: If grounds for relief prevent the Company/Client from fulfilling its
obligations, the Company/Client shall reimburse Contractor/ Service Provider for
costs incurred in securing and protecting the premises/ location/ site/s. The
Company/Client shall also reimburse Contractor/ Service Provider for costs

Page 9 of 14

Draft v.01
For Internal Discussion Only
incurred for personnel, subcontractors and equipment which, with the consent of
the Company/Client, are held in readiness to resume the Services.

10.4
Termination Relief: Notwithstanding any other provision of this
Agreement, a party shall be entitled to terminate this Agreement and the Services
with immediate effect by written notice to the other party if performance of the
respective undertakings is delayed more than [] days by reason of any grounds
for relief as described in the said Article of Force Majeure.

11. CONFIDENTIALITY AND DATA PROTECTION:

11.1
Confidential Information: Contractor/ Service Provider shall keep
confidential and shall not disclose any confidential information of the other party
disclosed to it in connection with this Agreement except as required for the
purpose of the delivery of Services and performance of any other duties under
this Agreement. Information shall be considered to be confidential if it has been
designated as confidential by the disclosing party at the time of disclosure, or if
it, considering all the circumstances surrounding the disclosure, ought
reasonably to be understood by the receiving party to be confidential. For
purpose of clarity, Contractor/ Service Provider Service Plans (the Security
manual and/ or similar documentation) shall always be considered as
confidential information for the purpose of this Article. And is protected by
intellectual property rights. Neither party will have any duty of confidentiality
under this Agreement with respect to information which: (i) is or subsequently
becomes publicly available without breach of any obligation under this
Agreement, (ii) was in the possession of the other party prior to the time of first
disclosure hereunder, (iii) is developed by the other party without any use of or
reference to any confidential information received from the disclosing party, (iv) is
obtained without restriction from a third party reasonably believed by the other
party to be free to provide such information without breach of any obligation
owed to the disclosing party, (v) is disclosed with the prior written approval of the
disclosing party, or (vi) is disclosed pursuant to the order or requirement of a
court, administrative agency, or other Government Body.

12. MISCELLANEOUS:
12.1
Independence: Contractor/Service Provider is an independent
contractor. This Agreement between the parties hereto is on principal to principal
basis and nothing in this Agreement shall create a partnership or relationship of
principal or agent or employer and employees.

12.2
Severability: If any provision of this Agreement is held to be
unenforceable, it shall be modified so that it is enforceable to the maximum
extent permitted under applicable laws and all other terms shall remain in full
force. If the unenforceable provision cannot be so modified, it will be excluded
from this Agreement, and all other terms of this Agreement will remain in full
force.

12.3
Assignment: Neither party will assign this Agreement at any time to any
of its affiliates, subsidiaries or successors without the other partys written
consent.

12.4
Entire Agreement: This Agreement constitutes the entire Agreement
between the parties and supersedes all previous agreements and correspondence,
oral or written, between the Contractor/ Service Provider and the
Company/Client. Any representations, promises or agreement will not be
enforceable.

Page 10 of 14

Draft v.01
For Internal Discussion Only
12.5
Captions: The captions contained in this Agreement are included only
for convenience of reference and do not affect the construction of this Agreement
or any part thereof.

12.6
Changes and Amendments: All changes and amendments to this
Agreement, or any part hereof, will be binding on either party only if approved in
writing by an authorized representative of that party.

12.7
Survival: This Agreement shall terminate by expiry or by termination of
the Agreement in accordance with its terms. Articles that by their wording have
effect after the termination shall continue to apply between the parties according
to the terms of that Article.

13. SETTLEMENT OF DISPUTE AND JURISDCTION

13.1
Any claim, dispute, or controversy arising out of, or in relation to, this
Contract, the interpretation thereof, the activities performed hereunder, or the
breach thereof, which cannot, within a period of [] days, be satisfactorily
resolved by mutual understanding between the parties, shall be finally settled
through arbitration.

13.2
The arbitration proceedings shall be conducted in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 by a sole arbitrator, who
shall be appointed by the Contractor/ Service Provider or by the
Company/Client/ or mutually appointed by both the parties. The venue of
arbitration shall be at Mumbai and the arbitration proceedings shall be
conducted in the English language. The parties mutually agree that the
arbitration award shall be final and binding on the parties.

13.3

The Parties submit to the exclusive jurisdiction of the Courts of Mumbai.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their
respective hands the day and year first hereinabove written.

Schedule I

Scope of the Services

1.

List of jobs/services to be carried out by the Service Provider

Providing security services at Chalet Amar Project including all allied services;

2.

The Contractor / Service Provider shall at all times will ensure the following:
a)

b)

c)

d)
e)

The security personnel deputed at the Clients Premises have

adequate knowledge and experience of the work involved, and is
punctual and disciplined in all manners.
The person deputed should not suffer from any infectious
disease and should be healthy person competent to perform his
duty.
Replacement of security Personnel. In case of any security
personnel going on leave, other person will be replaced on the
duty.
All security personnel while on duty carry identity card provided
by the Service Provider.
Obtaining of permission or licence from Competent Authorities, if
applicable.

Page 11 of 14

Draft v.01
For Internal Discussion Only
f)
g)

h)
i)

j)

k)

3.

Implementation of various functions comprising in services listed

under the title Scope of Services with proper supervision.
Peaceful removal of security personnel on expiry of contract with
the Client or on termination of the Contract and handing over
the charge.
To ensure that all his security personnel report for duty only in
full uniform which shall be provided at Service Provider cost.
To ensure that none of his security personnel report for duty in
drunken state or consume drugs, prohibited substances, smoke,
etc., while on duty.
To ensure that his security personnel are courteous towards staff
and officers of the Clients visitors and guests of the occupants of
the Client at all times.
To perform the duties of Security of land, buliding, material and
employees in the Clients Premises.

NUMERICAL STRENGTH OF SECURITY PERSONNEL

The number of _____ security personnel to be deputed by the Service
Provider at the Clients work premises and their minimum hours of work,
days of work and shift schedule will be solely decided by the Service
Provider. However the Service Provider shall ensure that at all times
sufficient number of security personnel are available for duty in the
Clients Premises as per schedule.

4.

The daily working hours of the Security/Guarding Personnel deployed by the

Service Provider shall be of eight hours duration. However, in certain specific
operational areas owing to various inherent factors viz. remoteness, scarce
availability of trained manpower or the existing low wage structure, the security
Personnel deployed by the Service Provider shall perform their duties on a twelve
hourly basis, which discretion shall solely and absolutely vest with the Service
Provider, subject to Service Provider adhering to all applicable laws.

5.

As per the statutory rules, the Service Provider and the Client hereby agree that
the current charges provided to Service Provider as per Annexure /Schedule B
are inclusive of extra on a pro-rata basis for duties performed by the Service
Providers security Personnel on the six national holidays. Four holidays out of
the 6 are Republic Day, Independence Day, May Day and Gandhi Jayanti. The
other two holidays will be decided, by the Regional Directors / Regional Heads of
the concerned Regions, from the state Government released Gazette.

6.

As per the Shops and Establishment Act 1948, the Service Provider has to
provide one mandatory off per week per individual.

7.

All the security personnel of the Service Provider shall observe strictly discipline
and rules and regulations of the Client any which are comes inforce from time to
time.

8.

Service Provider shall ensure that they will maintain the discipline among
security personnel. In case of any misbehavior or misconduct by the security
personnel provided and engaged by the Service Provider, the Service Provider
shall take proper action against such person. Even if the Service Provider does
not take proper action the contract is liable to be terminated without notice.

9.

Service Provider shall be available for the work on all working days and Shifts
and even on holidays. In case of absence/leave of the Security Guard, Service
Provider will substitute Security Guards to maintain the strength. Service
Provider shall provide well trained, experienced, physically fit, mentally fit &
reliable Security. Service Provider must ensure to train Security Guards. In case
any security personnel found not suitable, he will be replaced by you

Page 12 of 14

Draft v.01
For Internal Discussion Only
immediately. Security personnel will carry out the following job/duties: i.
ii.
iii.
iv.
v.
vi.

To check all incoming & outgoing material.

To take precautions of theft & pilferages.
To ensure that no unauthorized person enters in the company
premises and create disturbances, and nuisance.
To carry out searches for workers.
To maintain all the records of visitors, vehicles, inward &
outward material and any other as directed by the management.
To carry out any other job entrusted by the Management in the
interest of company.

Insert Special Conditions:

Schedule II

Fees /Compensation

Particulars of Service Providers charges

Sr
No.

Description for 12 hrs

Security Guard

Security Supervisor

Rate

Service Tax as applicable.

Agency Service charges 8%.
Service Provider shall made the payment to his security personnel as per the rates
finalised mentioned in work order.

MONTHLY RATES & BILLING: The Service Provider shall render its professional Guarding
Services to the Client as per following agreed monthly rates & billing:
Category
Security Supervisor
Security Guard

Rates Per Head Per Month (Rs.)

Rs. _________
Rs. ________

Duty
Hrs.
12 hrs
12 hrs

Strength
(Nos.)

Total
(Rs.)

Total
Total
Plus _______% Service Charges
Total
Plus 14.50% Service Tax
Net Total
Client shall be entitled to deduct Tax Deducted at Source (TDS) as per Income Tax Act
and Rules framed there under.
Deployed Security Strength:Location: - ___________________________________________
Total No. of Strength: - ______Nos

Category
Security Supervisor

Total Strength
I

Security Guard

Shift Wise Strength

II
III
Genera
l

Duty H
12
12

Page 13 of 14

Draft v.01
For Internal Discussion Only

____Guards for 8 hrs & _____Security Supervisor. Security guards will be work in three
shifts of eight hours.
Service Provider shall fix the duties and the timings of his security personnel as per
Clients instruction.
Annexure A- Registration Certificate

SIGNED AND DELIVERED by the within named

Contractor
/
Service
Provider
____________________________.,
through__________________________________,
its
Duly
Authorised Signatory
In the presence of:
1)

2)

SIGNED AND DELIVERED by the within named

Company/Client through ____________________________its
authorized Signatory in the presence of:
1)
2)

Page 14 of 14