SERVICES AGREEMENT

THIS AGREEMENT made at Mumbai this ___ day of February, 2012 BETWEEN ISS Integrated Facility Services Private Limited, a Company

incorporated under the Companies Act of 1956 and having its registered office at Pirojshanagar, Godrej Compound Gate No- 4, Eastern Express Highway, Vikhroli (East), Mumbai 400079, its Authorised Signatory Mr. N Rajagopal, (hereinafter referred to as Company) which expression shall, unless it is repugnant to the context or meaning thereof, deem to mean and include its directors, successors and assigns) .The Party of the One Part AND Mr. C.S. Ramesh Aged 29 year S/o Sadashivam, having its office at No. 60, Kempashetty Doddi, Byramangala Post, Bidadi Hobli, Ramanagaram Dist. Karnataka, (hereinafter referred to as the Service Provider) which expression shall, unless it is repugnant to the context or meaning thereof, deem to mean and include its successors and assigns) .The Party of the Other Part WHEREAS:

The Company intends to arrange and co-ordinate Transportation Facility to its employees to ensure convenient, comfortable and safe journey to and from M/s. Toyota Kirloskar Motor Pvt. Ltd. (Site) during the working days (hereinafter referred to as Transportation Facility);

The Service Provider has represented to the Company that the Service Provider has the good condition Vehicles and necessary infrastructure including qualified licensed professional drivers to provide the Transportation Facility, and is duly registered under all applicable statutes to provide the Transportation Facility contemplated by this Agreement;

The Service Provider has agreed to provide Transportation Facility to the Company and based on such representation, the Company has agreed to nominate the Service Provider to provide Transportation Facility to the Company herein on the terms and conditions recorded herein.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. SERVICES: OBLIGATIONS OF THE SERVICE PROVIDER Subject to the fulfillment by the Company of its obligations under this Service Agreement, the Service Provider shall provide the

Transportation Facility on the terms and conditions more properly described in the Schedule A annexed hereto (hereinafter referred to as the Transportation Service). The parties to this Agreement from time to time may upon mutual consent amend the Agreement including but not limited to the scope of services.

2.

SERVICES: SUPPORT TO BE GIVEN BY THE COMPANY The Company shall make arrangements necessary to facilitate the Service Providers performance of the Transportation Facility on the terms and conditions more specifaccly described in the Schedule B annexed hereto. The said Company shall furnish timely information and access requested by the Service Provider to assist the Service Provider to fulfill its obligations under this Agreement.

3.

TERM AND RENEWAL This Agreement shall be effective upto 31st January, 2013, unless terminated or determined by either party at any time by One (1) month advance written notice. The Agreement may be renewed for a further term of One (1) year, if mutually agreed by the parties hereto.

4. 4.1

CONSIDERATION The said Company shall compensate the Service Provider Rs. 20,000/Twenty Thousand Only) For Maruti Omni car from staff residence to Site which includes 3 pick up and 3 Drop Ist shift, II shift and Night Shift, (I shift : Pickup at 6.00 am Drop at 3.00 pm) (II Shift Pickup at

2.15 pm and Drop at 11.15pm) (Night Shift: Pickup at 10.30 pm and Drop at 7.00 am next day), Route: Staff residence at Bidadi and to Site on DAILY BASIS.

4.2

The aforesaid charges are inclusive of fuel, driver, maintenance, road taxes & insurance etc. No additional payment will be made apart from agreed consideration as stated in clause 4.1. The rate variation, if any will purely on account of application of law or governmental actions through notifications, any pressures or trade practices from transport unions or other local authorities which proposed Service provider to increase the rates shall be borne by Service Provider only.

5.

NO AGENCY The Service Provider is an independent contractor and not an agent of the Company. It shall retain responsibility for the employment obligations in respect of its employees, consultants and control over the manner in which it performs the Transportation Facility. The Service Provider shall be solely and entirely responsible for payment of minimum wages, overtime and other compensation to its employees in compliance with all the relevant statutes. The driver and other employees of the Service Provider shall always remain under his control, direction, supervision and termination as regards to their nature of job, work hours, salary, discipline etc.

6.

INDEMNITY Service Provider hereby agrees and undertakes to indemnify, without limitation, and keep Company, its officers, representatives, employees, directors, agents or its general partner indemnified against any loss, claim, and damage act, suffered by or the Company, due to by any the

misrepresentation,

omission

commission

caused

employees, servants, agents of Service Provider. The Service Provider will indemnify Company against any claim brought against Company by any member of the Service Provider's staff or by any third party howsoever arising (whether in contract, under statute or otherwise) in respect of any loss, damage or personal

injury suffered by such member of the Service Provider's staff or by such third party as a result of the Service Provider's breach of agreement provisions or of the Service Provider's negligence. The Service Provider shall be responsible and liable for and shall indemnify, without limitation, the Company and keep the Company including its Officers, Representatives, Employees, Directors, agents or its general partner indemnified and safe and harmless at all times, against any and all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and actions of any nature whatsoever made or instituted against or caused to or suffered by the Company directly or indirectly by reason of(a.) Any wrongful, incorrect, dishonest, criminal, fraudulent or

negligent work, default, failure, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission of or by the Service Provider and/or its staff, and/or. (b.) Any theft, robbery, fraud or other wrongful act or omission by the Service Provider and/or any of its staff.

7.

GOVERNING LAWS AND JURISDICTION Any and all disputes, controversies and conflicts between or among the Parties arising out of or relating to or in connection with this Agreement and the performance or non-performance of the rights and obligations set forth herein shall be sorted out by mutual consensus between parties only, if not then by court having jurisdiction . It is agreed by Service Provider has to take care of unions and local authorities in no case; they are referred for disputes resolution under this agreements.

8.

FORCE MAJEURE Company shall not be responsible for any delay or failure to fulfill any of its obligations nor be liable for any loss or damage suffered or incurred by the Service Provider caused due to a force majeure event including directly or indirectly by any Act of God, war, act of terrorism, government restriction, import or export regulation, strike, lockout, trade dispute, fire, explosion, flooding or other acts of nature,

breakdown of premises or of other supplies or any other cause whatsoever, beyond the control of the Company.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SIGNED THESE PRESENTS, THE DAY AND YEAR FIRST HEREINABOVE WRITTEN.

SIGNED AND DELIVERED By the within named COMPANY ------------Through its Authorised Signatory Mr. N. Rajagopal

) ) ) ) )

SIGNED AND DELIVERED By the within named SERVICE PROVIDER M/S PALLAVI TOURS & TRAVELS Through its Proprietor MR. C.S. Ramesh

) ) ) ) )

In the presence of

1.

Signature Name Address

: : : : : :

2.

Signature Name Address

SCHEDULE A [Description of the terms and conditions of Service Provider] 1. The Service Provider will on payment of all taxes and dues take all necessary government or statutory approvals and permissions

including RTO permits necessary to perform its obligations herein and will ensure update during the term of this agreement.

2. The

Service

Provider

will

be

responsible

for

all

repairs

and

maintenance including Taxes, Insurance, Road Offences, and Fine etc. 3. In case of any break down / maintenance of vehicle, replacement is to be made by the Service Provider, otherwise Company will be entitled to deduct the reasonable (Proportionate) amount of Rs. 1000/-per day from the Transportation Facility charges to be payable to the Service Provider per month by means of compensation. 4. The Service Provider shall maintain a logbook and fill in the details of time in and out and such other details as may be necessary to keep track of daily movement of the vehicles, which needs to be signed by the Companys Authorised personnel on a daily basis.

5. The Service Provider shall employ experienced, educated, licensed and well-mannered drivers with an appropriate uniform. In addition to this, the Service Provider shall provide mobile phone to each driver for the purpose of communication in case of urgency or immediate contact.

6. The

drivers

deployed

by

the

Service

Provider

for

the

said

Transportation Facility should not be addicted to bad habits such as consumption of alcohol, tobacco and chewing of Pan or smoking during working hours. 7. The copy of vehicle registration certificate, permit license, details of drivers with driving license, insurance papers shall be submitted to the Company by the Service Provider before starting the service of Transportation Facility.

8. The Transportation vehicle shall not be used for carrying private passengers or any other goods in violation of law. 9. The said Company should not use the vehicle other than carrying its office Employees/staff

10. Service Provider shall follow road safety rules adopted and applicable at the Site.
Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering

11. The person appointed as a driver for such Transportation vehicle(s) shall be free from criminal record.

12. The driver should not be at any time during the working hours under the influence of the alcohol or intoxicated and if the same is noticed by the Company or its officers than the penalty of Rs. 5000/- per instance shall be imposed and the new driver shall be immediately appointed thereafter.

Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering

13. The speed limit of the Transportation vehicle should be maintained and the same shall not exceed 60 Km/hr. If such speed limit is not adhered to than the same shall attract the penalty of Rs. 500/- per instance.

Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering

14. One photocopy of drivers license shall always be submitted to the Company along with one of his family members details.

Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering

10.15.

The Service Provider shall submit a photocopy of the insurance

Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering

of vehicle(s) to Company.

SCHEDULE B

[Description of the terms and conditions of the said Company] The Company on submission of valid bills and all supporting documents subject to the terms and conditions of the Service Provider shall make

payment within 30 days from the receipt of the invoice.