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SERVICE AGREEMENT

THIS AGREEMENT made and executed at Pune this 8th day of February, Two Thousand and
Six BETWEEN -------------------------- Private Limited, a company incorporated under
Companies Act, 1956 hereinafter referred to as “The Company” (which expression shall
unless it be repugnant to the context or meaning thereof be deemed to include the its
permitted assignees) having its registered office at---------------, of the One Part
AND
M/s. Deesha Agency Services, through its sole proprietor, Mr.__________ hereinafter referred
to as “VENDOR” (which expression shall unless it be repugnant to the context or meaning
thereof include his heirs, executors, sub-contractors, if any) of the Other Part.
WHEREAS the company is in the business of BPO and other software related services AND
WHEREAS the company is desirous of appointing VENDOR on independent contract basis
to provide representatives (hereinafter referred to as “vendor representative/s”) for
providing services at all its units in Andheri and Powai (hereinafter referred to as “the said
premises”). “Services” shall mean such activities which shall include but not be restricted
to: Overall cleaning of internal as well as the external surrounding area of the said
premises, cleanliness of cloakrooms therein, Window cleaning, Disposal of Garbage of the
company and other incidental activities, etc and on terms and conditions appearing herein
below.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND


BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. VENDOR shall furnish at his own cost and expenses, the vendor representatives on need
basis from time to time as solely decided by the company for Services as mentioned above.
2. The VENDOR will provide all the required equipment and material for these activities.
3. 3. It is the sole responsibility of VENDOR to ensure that his vendor representatives are
carrying out the above-mentioned job with complete precaution, due care and safety.
VENDOR shall also protect the said premises and the company’s employees and be
responsible for prevention from hazards & damage to the company property. In the event
of any default or negligence or carelessness on the part of the VENDOR or the vendor
representatives or any damage is caused to the said premises, not only shall VENDOR be
liable for the same but the agreement shall also be terminated by the company without any
prior notice and the damages as reasonably quantified by the company shall be recovered
from VENDOR.
4.
5. 4. In event of any accident of any of the vendor representatives (for which no fault is
attributable to the company), VENDOR shall be held responsible for all such compensation,
liabilities & responsibilities towards the vendor representative/s and the company shall
under no circumstances be liable for the same.
6.
5. This agreement shall commence on February 8, 2006 and shall be valid till January 7, 2007.
However it shall be terminated by the company with or without cause by earlier determination
by giving one-month notice to VENDOR for reasons including but not limited to breach of any
of the terms and conditions of this agreement or unsatisfactory performance by VENDOR or
the vendor representatives.

6. On the termination of this agreement at the expiry of the aforesaid period or earlier
determination of the agreement, VENDOR and his vendor representatives shall remove
themselves, from the said premises and vacate and deliver peaceful possession of the allotted
equipment and material in such good condition on, as is where is basis.

7. VENDOR shall obtain at his own costs and expenses all the necessary permissions, licenses
and clearances from appropriate authorities as required for providing these services. In the
event of any default by VENDOR, VENDOR shall be liable for indemnifying the company to its
complete satisfaction.
8. VENDOR shall also maintain and update all the statutory records and file statutory returns
as required under various labour laws and intimate all the changes in the vendor
representatives from time to time to the statutory authorities.

9. VENDOR shall comply with all statutes/rules/regulations including but not restricted to the
following Acts and regulations with regard to the vendor representatives:

a) Contract Labour Regulation and Abolition Act, 1970

b) Minimum Wages Act, 1948


c) Payment of Wages Act, 1936

d) ESI Act, 1948

e) EPF Act, 1952

f) Any other laws, as applicable.

10. It is the sole responsibility of VENDOR to deposit the statutory payments with the
statutory authorities within prescribed time and submit the challans/receipts evidencing the
said deposits for the vendor representatives working in the company’s premises. In default of
the above, the company is entitled to set off and adjust such amount/s towards any dues to be
payable to the VENDOR for his services without affecting its other rights under contract or in
law or equity.

11. VENDOR understands and hereby agrees to indemnify and keep indemnified the company
from any claim/s, litigation/s, etc that may be raised or filed by vendor representatives/ third
parties/ statutory authorities.

12. All disputes or questions arising hereunder shall unless decided by mutual agreement of
the parties be resolved by referring to the Arbitration of Director of the company or any
person nominated by him. Such arbitration shall be held at Mumbai and shall be governed
by and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996 or
any statutory modification or re-enactment thereof for the time being in force in India and
the Arbitration Award shall be binding on the parties to the dispute.
13. The company shall retain the original Service Agreement and VENDOR shall retain the
duplicate thereof.

14. VENDOR undertakes to provide Vendor representatives at the rates as mentioned


below at its own cost. :
WAGES BREAK UP

Statutory Obligation Amt(Rs.)Per Amt(Rs.)Per


House Team
Keeper Leader
Basic Wages 2347.00 2648.00
D.A 152.00 152.00
HRA 164.00 400.00
Conveyance Allowance 382.00 400.00
Washing Allowance 455.00 400.00
PF @ 13.61% on Basic +D.A 340.00 381.00
ESIC @ 4.75% on(Gross less Washing Allowance ) 145.00 171.00
MWF 6.00 6.00
Bonus @ 8.33% On Basic +D.A. 208.00 163.00
Leave @ 8.33 ( 3500/30 Days*21 Days/12 Months) 204.00 233.00
Labour Consultant/Admin/Uniform @ 15% on Gross 525.00 600.00
Cost To Company per Housekeeper/Team Leader 4928.00 5554.00

Currently seven housekeepers and one team leader is required at Andheri Facility and
ten housekeepers and one team leader is required at Powai Facility. The company may
change this number from time to time. In addition to the above, the company shall pay
to the VENDOR Rs. 5000/- (Rupees Five Thousand Only) for Andheri Facility and Rs.
9000/- (Rupees Nine Thousand Only) for Powai Facility towards cost of cleaning
consumables and equipment. In addition to this the agency will charge a management
fee @ 10% on the total invoice and 10.2% service tax as levied by the government.
VENDOR may at his discretion, but without any liability to the company, pay certain
vendor representatives, allowances/emoluments, as per Schedule B below. VENDOR
shall also pay to the Vendor representative’s medical and insurance benefits, as
required.
Total Cost to Integreon

Particulars Andheri Powai


Amt (Rs) Amt (Rs)
Statutory Payments Rs. 4928/- x 7 HK 34496.00 Rs. 4928/- x 10 HK 49280.00
Statutory Payments Rs. 5554/- x 1 TL 5554.00 Rs. 5554/- x 1 TL 5554.00
Cleaning Consumables 5000.00 9000.00
Sub Total I 45050.00 63834.00
Management Fee @ 10% 4505.00 6383.00
Sub Total II 49555.00 70217.00
Service Tax @ 10.2% 5055.00 7022.00
Total Cost to Integreon Andheri Facility 54610.00 Powai Facility 77239.00

15. Notwithstanding anything to the contrary in this Agreement and any documents signed/
prior or subsequent to this Agreement, the company’s sole obligation/ total liability under
this Agreement is to pay the amounts as per the provisions of this Agreement.

16. VENDOR shall pay the vendor representatives their salaries on cheque basis and also
give monthly proof to the company of the salary payments made to each of the vendor
representatives. The company shall withhold payments to the VENDOR, if the said
proof is not provided, and the VENDOR agrees that it shall be liable for such defaults
as regards to all statutory authorities. VENDOR will be solely responsible for payments
of all salaries/contractual amounts/statutory payments including as mentioned in the
below Schedules.

17. The parties are and shall remain independent contractors and nothing herein shall be
deemed to cause this Agreement to create an agency, engagement, partnership, or joint
venture between the parties. Neither party shall have any authority to bind the other
to any matter or undertaking.
18. IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seal
the day and year first herein above written.
For Integreon Managed Solutions For Radiant Hospitality Services
(India) Pvt Ltd

Prashant Chawla Sheldon Simons


Chief Operating Officer Proprietor